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Form 6-K Silver Wheaton Corp. For: Jun 30

August 10, 2016 5:30 PM EDT



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the
Securities Exchange Act of 1934

August 10, 2016

Commission File Number: 001-32482

SILVER WHEATON CORP.
(Exact name of registrant as specified in its charter)

Suite 3500, 1021 West Hastings Street
Vancouver, British Columbia
V6E 0C3
(604) 684-9648
(Address of principal executive offices)


 Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F                 Form 40-F   

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This report on Form 6-K shall be incorporated by reference into the registrant's Registration Statement on Form S-8 (File No. 333-128128), on Form F-10 (File No. 333-203682) and on Form F-3 (File No. 333-194702) under the Securities Act of 1933, as amended.










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DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index to this Form 6-K.
SIGNATURE
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


       
 
SILVER WHEATON CORP.
 
 
 
 
 
August 10, 2016
By:
  /s/ Curt Bernardi
 
   
Name:
Curt Bernardi
 
   
Title:
Senior Vice President, Legal
 
     
and Corporate Secretary
 































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EXHIBIT INDEX

































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FOR IMMEDIATE RELEASE
TSX: SLW
August 10, 2016
NYSE: SLW

SILVER WHEATON ANNOUNCES RECORD GOLD SALES FOR
THE SECOND QUARTER OF 2016

Vancouver, British Columbia – Silver Wheaton Corp. ("Silver Wheaton" or the "Company") (TSX: SLW) (NYSE: SLW) is pleased to announce its results for the second quarter ended June 30, 2016. All figures are presented in United States dollars unless otherwise noted.

Silver Wheaton produced over 130,000 ounces of gold in the first half of 2016 – substantially more than the first half of 2015 at 103,700 ounces and almost twice the first half of 2014 production of 66,600 ounces. Furthermore, gold sales were at a second-consecutive record level in the quarter at over 70,000 ounces, driven by record gold sales at Salobo.

 
SECOND QUARTER HIGHLIGHTS
 
·
Attributable production in Q2 2016 of 7.6 million ounces of silver and 70,200 ounces of gold, respectively, compared with 7.2 million ounces of silver and 50,100 ounces of gold in Q2 2015, an increase of 5% and 40%, respectively.
· On a silver equivalent basis¹ and gold equivalent basis¹ attributable production in Q2 2016 was 12.9 million silver equivalent ounces ("SEOs") or 171,300 gold equivalent ounces ("GEOs"), compared with 10.8 million SEOs or 149,100 GEOs in Q2 2015, an increase of 18% and 15%, respectively.1
· Attributable sales volume in Q2 2016 of 7.1 million ounces of silver and a record 70,800 ounces of gold, compared with 5.6 million ounces of silver and 61,000 ounces of gold in Q2 2015, an increase of 28% and 16%, respectively.
· On a silver equivalent basis¹ and gold equivalent basis¹, attributable sales volume in Q2 2016 was 12.5 million SEOs or 165,900 GEOs, compared with 10.0 million SEOs or 137,600 GEOs in Q2 2015, an increase of 24% and 21%, respectively.
· As at June 30, 2016, payable ounces attributable to the Company produced but not yet delivered³ amounted to 2.6 million payable silver ounces and 28,500 payable gold ounces, representing a decrease of 0.4 million payable silver ounces and 5,200 payable gold ounces during the three month period ended June 30, 2016.
· Revenues of $212 million in Q2 2016 compared with $164 million in Q2 2015, representing an increase of 29%.


 

- 2 -

 
· Average realized sale price per ounce sold in Q2 2016 of $17.18 per ounce of silver and $1,267 per ounce of gold representing an increase of 5% and 6%, respectively, compared to Q2 2015.
· Net earnings of $60 million ($0.14 per share) in Q2 2016 compared with $54 million ($0.13 per share) in Q2 2015, representing an increase of 12%.
· Operating cash flows of $134 million ($0.31 per share²) in Q2 2016 compared with $109 million ($0.27 per share²) in Q2 2015, representing an increase of 23%.1
· Cash operating margin² in Q2 2016 of $12.72 per silver ounce sold and $866 per gold ounce sold, representing an increase of 5% and 8%, respectively, as compared with Q2 2015.
· Average cash costs² in Q2 2016 were $4.46 and $401 per ounce of silver and gold, respectively.
· Declared quarterly dividend of $0.05 per common share.
· On April 14, 2016, the Company completed a bought-deal common share financing, whereby a total of 38,105,250 common shares (inclusive of the underwriters' over-allotment option) of Silver Wheaton were sold at a price of $16.60 per share, for total net proceeds of approximately $607 million.
· Asset Highlights
o Goldcorp Inc. ("Goldcorp") has approved the Pyrite Leach Project ("PLP") at Peñasquito with commercial production expected in the first quarter of 2019. The PLP is expected to add annual incremental silver production of approximately 1 to 1.5 million ounces net to Silver Wheaton that is currently not included in the Company's guidance.
o Peñasquito production was significantly lower relative to Q2 2015 due to a variety of factors including planned lower ore grades and recovery as part of mine sequencing, a planned shutdown of 10 days in Q2 2016 for maintenance, and a longer than anticipated period to ramp the plant up to full production due to a variety of restart issues.
o The Sudbury mines produced a record 14,900 ounces of attributable gold in Q2 2016, an increase of approximately 82% relative to Q2 2015, due to higher grades and associated mill recoveries.
· Events Subsequent to the Quarter
o On August 2, 2016, Silver Wheaton's wholly-owned subsidiary, Silver Wheaton (Caymans) Ltd. ("SWC"), agreed to acquire from a subsidiary of Vale S.A. ("Vale") an additional amount of gold equal to 25% of the life-of-mine gold production from the Salobo mine, located in Brazil.

"Silver Wheaton continues to be focussed on building a high-quality portfolio of assets that provides a secure foundation during uncertain and volatile times in the precious metals price cycle, but also reap even more robust cash flows when commodity prices turn," said Randy Smallwood, President and Chief Executive Officer of Silver Wheaton. "With commodity prices rebounding in the second quarter, we were well positioned with the largest precious metals streaming portfolio in the industry, resulting in over $130 million in operating cash flow."

"Salobo was once again our strongest asset in the quarter, generating record gold sales for us. Given its continued outperformance since we acquired the first stream in 2013, it should come as no surprise that Silver Wheaton seized the opportunity to add an additional 25% of the gold from the Salobo mine just last week. With the additional gold from Salobo and silver from the recently added Antamina mine, which has surpassed even our expectations for three consecutive quarters, we look forward to demonstrating to investors how powerful our cash flow generation can be in an environment of increasing precious metals prices."

 
 

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Financial Review

Revenues
Revenue was $212 million in the second quarter of 2016, on sales volume of 7.1 million ounces of silver and 70,800 ounces of gold. This represents a 29% increase from the $164 million of revenue generated in the second quarter of 2015 due primarily to (i) a 28% increase in the number of silver ounces sold; (ii) a 16% increase in the number of gold ounces sold; (iii) a 5% increase in the average realized silver price ($17.18 in Q2 2016 compared with $16.42 in Q2 2015); and (iv) a 6% increase in the average realized gold price ($1,267 in Q2 2016 compared with $1,195 in Q2 2015).

Costs and Expenses
Average cash costs² in the second quarter of 2016 were $4.46 per silver ounce sold and $401 per gold ounce sold, as compared with $4.26 per silver ounce and $395 per gold ounce sold during the comparable period of 2015. This resulted in a cash operating margin² of $12.72 per silver ounce sold and $866 per gold ounce sold, an increase of 5% and 8%, respectively, as compared with Q2 2015. The increase in the cash operating margin was primarily due to a 5% increase in the average realized silver price and a 6% increase in the average realized gold price in Q2 2016 compared with Q2 2015.

Earnings and Operating Cash Flows
Net earnings and cash flow from operations in the second quarter of 2016 were $60 million ($0.14 per share) and $134 million ($0.31 per share²), compared with $54 million ($0.13 per share) and $109 million ($0.27 per share²) for the same period in 2015, an increase of 12% and an increase of 23%, respectively.

Balance Sheet
At June 30, 2016, the Company had approximately $124 million of cash on hand and $706 million outstanding under the Company's $2 billion revolving term loan. The revolving term loan matures on February 27, 2021.

On April 14, 2016, the Company completed a bought-deal common share financing, whereby a total of 38,105,250 common shares (inclusive of the underwriters' over-allotment option) of Silver Wheaton were sold at a price of $16.60 per share, for aggregate gross proceeds to Silver Wheaton of approximately $633 million. After deducting underwriter commissions, the Company raised total net proceeds of approximately $607 million, which was primarily used to repay debt that was outstanding under the Company's $2 billion revolving credit facility.
 
Subsequent to the quarter, the Company announced the acquisition of an additional 25% of the life-of-mine gold production from the Salobo mine for upfront cash consideration of $800 million and an amendment to the 10 million Silver Wheaton common share purchase warrants previously issued to a subsidiary of Vale to reduce the exercise price from US$65 to US$43.75 per common share4.


- 4 -
 
 
The $800 million upfront cash payment will be financed by cash on hand as well as proceeds from the Company's $2 billion revolving term loan.
 
 
Second Quarter Asset Highlights

During the second quarter of 2016, attributable production was 7.6 million ounces of silver and 70,200 ounces of gold, respectively, representing an increase of 5% and 40% compared with the second quarter of 2015.

Operational highlights for the quarter ended June 30, 2016, are as follows:

Salobo
In the second quarter of 2016, Salobo produced 35,627 ounces of attributable gold, an increase of approximately 28% relative to the second quarter of 2015. This growth was primarily due to increased grade resulting from the continued ramp up of the expansion to 24 million tonnes per annum, which commenced production in mid-2014. Vale expects Salobo to reach its full production capacity in the second half of 2016.

Peñasquito
In the second quarter of 2016, Peñasquito produced 0.9 million ounces of attributable silver, a decrease of approximately 55% relative to the second quarter of 2015. As disclosed in Goldcorp's second quarter of 2016 MD&A, the significant drop in production was attributable to a variety of factors including: planned lower ore grades and recovery from the upper transitional ore and low grade stockpiles in 2016 compared to 2015 (when ore was being sourced from the heart of the deposit), a shutdown of 10 days in the second quarter for planned mill maintenance, and a longer than anticipated period to ramp the plant up to full production due to a variety of restart issues. The plant had reportedly returned to normal operations by July 2016. Goldcorp forecasts that over the next three years, mining activities in the pit will focus on lower grade ore in the upper parts of the Peñasco pit while stripping is emphasized to ensure an economically optimal pit shell design. By 2019, Goldcorp expects production to once again benefit from mining higher grades at the bottom of the Peñasco pit. Goldcorp further reports that construction of the Northern Well Field project continued to progress during the quarter and is on track to be completed by the end of the third quarter of 2016.

Finally, Goldcorp has approved the PLP and mobilization is expected to commence in August 2016. The PLP is expected to increase overall gold and silver recovery by treating the zinc tailings before discharge to the tailings storage facility. Based on a feasibility study entitled "Feasibility Study Report Peñasquito Metallurgical Enhancement Project" completed in December 2015 by Fluor Canada Inc. (the "Feasibility Study"), the PLP is expected to recover approximately 40% of the gold and 48% of the silver currently reporting to the tailings. The PLP is expected to add annual incremental production of approximately 100 - 140 thousand gold ounces and approximately 4-6 million silver ounces (Silver Wheaton will be entitled to 25% of the incremental silver production). Commercial production is expected in the first quarter of 2019. According to Goldcorp, the project is expected to have a minimal impact on the site water balance and will not require upgrades to the water supply as the Pyrite Leach processing plant recirculates existing plant processing water.
 
 
 


- 5 -

 
San Dimas
In the second quarter of 2016, San Dimas produced 1.6 million ounces of attributable silver, a decrease of approximately 11% relative to the second quarter of 2015. As per Primero Mining Corp.'s ("Primero") second quarter of 2016 MD&A, the decreased production year-over-year was mainly due to lower throughput rates and lower head grades due to the lack of availability of high-grade stopes mainly as a result of lower development in the first quarter of 2016 and ventilation and mine services issues. Primero has also reported that a labor issue during July impacted development and has therefore resulted in deferring mining some high grade areas to 2017.
 
      Antamina
In the second quarter of 2016, Antamina produced 1.7 million ounces of attributable silver benefiting from better than expected recovery and throughput. In the first half of 2016, Antamina has produced 3.7 million ounces of silver relative to full year guidance for 2016 of approximately 5.5 million ounces.

Sudbury
In the second quarter of 2016, Vale's Sudbury mines produced a record 14,893 ounces of attributable gold, an increase of approximately 82% relative to the second quarter of 2015. This increase was attributable to higher grades and associated mill recoveries at the Coleman, Copper Cliff, and Totten mines.

Other Gold
Total other gold production in the second quarter of 2016 was 19,729 ounces, an increase of approximately 40% relative to the second quarter of 2015. The increase was driven primarily by higher throughput and grades at Minto and higher throughput and recoveries at 777.

Produced But Not Yet Delivered 3
As at June 30, 2016, payable ounces attributable to the Company produced but not yet delivered³ amounted to 2.6 million payable silver ounces and 28,500 payable gold ounces, representing a decrease of 0.4 million payable silver ounces and 5,200 payable gold ounces during the three month period ended June 30, 2016, primarily the result of decreases related to the Antamina, Yauliyacu, and Peñasquito silver interests and the Salobo gold interest. Payable ounces produced but not yet delivered to Silver Wheaton companies are expected to average approximately two months of annualized production but may vary from quarter to quarter due to a number of mining operation factors including mine ramp-up and timing of shipments.

Detailed mine by mine production and sales figures can be found in the Appendix to this press release and in Silver Wheaton's consolidated MD&A in the 'Results of Operations and Operational Review' section.


Events Subsequent to the Quarter

Salobo Acquisition
On August 2, 2016, SWC agreed to acquire from a subsidiary of Vale an additional amount of gold equal to 25% of the life-of-mine gold production from the Salobo mine. This acquisition is in addition to the 50% of the Salobo gold production that SWC is currently entitled to. SWC will pay upfront cash consideration of US$800 million for the increased gold stream and the 10 million Silver Wheaton common share purchase warrants previously issued to a subsidiary of Vale will be amended to reduce the exercise price from US$65 to US$43.75 per common share4. In addition, SWC will make ongoing payments of the lesser of US$400 (subject to a 1% annual inflation adjustment now commencing in 2019 on the entire 75% stream) and the prevailing market price for each ounce of gold delivered under the agreement. SWC will be entitled to all attributable gold production for which an off-taker payment is received after July 1, 2016.
 



- 6 -
Outlook

Silver Wheaton is the largest pure precious metal streaming company in the world. As a result of the recent amendments to the Salobo precious metal purchase agreement, the Company has updated its one-year and long-term production guidance. For 2016, Silver Wheaton's estimated attributable gold production is now forecast to be 305,000 ounces, up from 265,000 ounces previously forecasted, and estimated average annual attributable gold production over the next five years (including 2016) is anticipated to be approximately 330,000 ounces of gold per year, up from 260,000 ounces. Silver production in 2016 is now forecast to be approximately 32 million ounces, down slightly from previous guidance of 32.8 million ounces due to lower than expected production from San Dimas (Primero has reported that labor issues during July impacted development and has therefore resulted in deferring mining some high grade areas to 2017) and Peñasquito (Goldcorp has reported that over the next three years mining activities in the pit will focus on lower grade ore in the upper parts of the Peñasco pit while stripping is emphasized to ensure an economically optimal pit shell design) partially offset by Antamina, which is expected to be above previous guidance. Annual silver production over the next five years (including 2016) remains unchanged at 31 million ounces per year.

From a liquidity perspective, the $124 million of cash and cash equivalents as at June 30, 2016 combined with the liquidity provided by the available credit under the $2 billion Revolving Facility and ongoing operating cash flows positions the Company well to fund all outstanding commitments and known contingencies as well as providing flexibility to acquire additional accretive precious metal stream interests.
 
Webcast and Conference Call Details

A conference call and webcast will be held Thursday, August 11, 2016, starting at 11:00 am (Eastern Time) to discuss these results and the acquisition of an additional 25% of the gold from the Salobo mine as announced on August 2, 2016. A presentation on the highlights of the acquisition has been posted on the Company's home page at www.silverwheaton.com and will be referenced during the call. To participate in the live call, please use one of the following methods:

Dial toll free from Canada or the US:
888-231-8191
Dial from outside Canada or the US:
647-427-7450
Pass code:
45537734
Live audio webcast:
www.silverwheaton.com
  

Participants should dial in five to ten minutes before the call.

The conference call will be recorded and available until August 18, 2016 at 11:59 pm ET. The webcast will be available for one year. You can listen to an archive of the call by one of the following methods:



- 7 -

 
 
Dial toll free from Canada or the US:
855-859-2056
Dial from outside Canada or the US:
416-849-0833
Pass code:
45537734
Archived audio webcast:
www.silverwheaton.com

 
This earnings release should be read in conjunction with Silver Wheaton's MD&A and Financial Statements, which are available on the Company's website at www.silverwheaton.com and have been posted on SEDAR at www.sedar.com.

Mr. Neil Burns, Vice President, Technical Services for Silver Wheaton, is a "qualified person" as such term is defined under National Instrument 43-101, and has reviewed and approved the technical information including information on mineral reserves and mineral resources disclosed in this news release.

Silver Wheaton believes that there are no significant differences between its corporate governance practices and those required to be followed by United States domestic issuers under the NYSE listing standards. This confirmation is located on the Silver Wheaton website at http://www.silverwheaton.com/company/corporate-governance/default.aspx.

 
 
 
 
End Notes
 
 
1 Please refer to the table on the bottom of page 12 for the methodology of converting production and sales volumes to silver- and gold-equivalent ounces.
2 Please refer to non-IFRS measures at the end of this press release.
3 Payable silver and gold ounces produced but not yet delivered are based on management estimates, and may be updated in future periods as additional information is received.
4 The amendment to the 10,000,000 Silver Wheaton common share purchase warrants is subject to the approval of the Toronto Stock Exchange. The amended warrants will become effective on August 16, 2016.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



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Condensed Interim Consolidated Statement of Earnings

   
Three Months Ended
June 30
Six Months Ended
June 30
(US dollars and shares in thousands, except per share amounts - unaudited)
 
2016
2015
2016
2015
 
Sales
 
$
212,351
$
164,435
$
399,862
$
294,939
Cost of sales
 
 
 
   
 
 
   
Cost of sales, excluding depletion
 
$
60,208
$
47,795
$
116,845
$
82,259
Depletion
 
 
75,074
 
53,327
 
146,417
 
85,372
Total cost of sales
 
$
135,282
$
101,122
$
263,262
$
167,631
 
Gross margin
 
$
77,069
$
63,313
$
136,600
$
127,308
Expenses and other income
 
 
 
   
 
 
   
General and administrative 1
 
$
9,959
$
7,886
$
20,803
$
16,056
Interest expense
 
 
4,590
 
798
 
11,522
 
2,298
Other expense
 
 
1,599
 
992
 
2,759
 
2,916
 
 
$
16,148
$
9,676
$
35,084
$
21,270
Earnings before income taxes
 
$
60,921
$
53,637
$
101,516
$
106,038
Income tax (expense) recovery
 
 
(615)
 
89
 
(231)
 
(2,893)
 
Net earnings
 
$
60,306
$
53,726
$
101,285
$
103,145
   
 
 
   
 
 
   
Basic earnings per share
 
$
0.14
$
0.13
$
0.24
$
0.27
Diluted earnings per share
 
$
0.14
$
0.13
$
0.24
$
0.27
Weighted average number of shares outstanding
 
 
 
   
 
 
   
Basic
 
 
436,726
 
404,138
 
419,838
 
387,464
Diluted
 
 
436,986
 
404,308
 
420,019
 
387,672
1) Equity settled stock based compensation (a non-cash item) included in general and administrative expenses.
 
$
1,205
$
1,420
$
2,602
$
3,341
 
 
 
 
 
 

- 9 -

Condensed Interim Consolidated Balance Sheets

   
June 30
December 31
(US dollars in thousands - unaudited)
2016
2015
 
Assets
 
 
 
   
Current assets
 
 
 
   
Cash and cash equivalents
 
$
124,490
$
103,297
Accounts receivable
 
 
3,880
 
1,124
Other
 
 
2,923
 
1,455
Total current assets
 
$
131,293
$
105,876
Non-current assets
 
 
 
   
Silver and gold interests
 
$
5,323,048
$
5,469,412
Early deposit - silver and gold interest
 
 
17,766
 
15,725
Royalty interest
 
 
9,107
 
9,107
Long-term investments
 
 
67,229
 
19,776
Other
 
 
12,766
 
12,315
Total non-current assets
 
$
5,429,916
$
5,526,335
 
Total assets
 
$
5,561,209
$
5,632,211
Liabilities
 
 
 
   
Current liabilities
 
 
 
   
Accounts payable and accrued liabilities
 
$
10,686
$
10,664
Current portion of performance share units
 
 
3,387
 
1,904
Total current liabilities
 
$
14,073
$
12,568
Non-current liabilities
 
 
 
   
Bank debt
 
$
706,000
$
1,466,000
Deferred income taxes
 
 
193
 
176
Performance share units
 
 
1,716
 
2,732
Total non-current liabilities
 
$
707,909
$
1,468,908
Total liabilities
 
$
721,982
$
1,481,476
Shareholders' equity
 
 
 
   
Issued capital
 
$
3,412,454
$
2,815,569
Reserves
 
 
26,322
 
(23,197)
Retained earnings
 
 
1,400,451
 
1,358,363
Total shareholders' equity
 
$
4,839,227
$
4,150,735
 
Total liabilities and shareholders' equity
 
$
5,561,209
$
5,632,211
 
 

 

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Condensed Interim Consolidated Statement of Cash Flows


   
Three Months Ended
June 30
Six Months Ended
June 30
 
(US dollars in thousands - unaudited)
 
2016
2015
2016
2015
 
Operating activities
 
 
 
   
 
 
   
Net earnings
 
$
60,306
$
53,726
$
101,285
$
103,145
Adjustments for
 
 
 
   
 
 
   
Depreciation and depletion
 
 
75,308
 
53,448
 
146,883
 
85,590
Amortization of credit facility origination fees:
 
 
   
 
 
   
Interest expense
 
 
149
 
138
 
406
 
251
Amortization of credit facility origination fees - undrawn facilities
 
214
 
225
 
321
 
474
Write off of credit facility origination fees upon repayment of NRT Loan
 
 
-
 
-
 
-
 
1,315
Interest expense
 
 
4,441
 
660
 
11,116
 
2,047
Equity settled stock based compensation
 
1,205
 
1,420
 
2,602
 
3,341
Performance share units
 
 
(2,142)
 
(684)
 
179
 
98
Deferred income tax expense (recovery)
 
603
 
(130)
 
232
 
2,806
Investment income recognized in net earnings
 
 
(55)
 
(39)
 
(86)
 
(171)
Other
 
 
58
 
(162)
 
88
 
(200)
Change in non-cash working capital
 
 
(705)
 
1,432
 
(3,796)
 
1,582
Cash generated from operations
 
$
139,382
$
110,034
$
259,230
$
200,278
Interest paid - expensed
 
 
(5,155)
 
(758)
 
(11,274)
 
(1,946)
Interest received
 
 
40
 
16
 
65
 
91
 
Cash generated from operating activities
 
$
134,267
$
109,292
$
248,021
$
198,423
 
Financing activities
 
 
 
   
 
 
   
Bank debt repaid
 
$
(665,000)
$
(85,000)
$
(760,000)
$
(1,085,000)
Bank debt drawn
 
 
-
 
-
 
-
 
800,000
Credit facility origination fees
 
 
-
 
(129)
 
(1,300)
 
(4,241)
Shares issued
 
 
632,547
 
-
 
632,547
 
800,000
Share issue costs
 
 
(25,834)
 
(1,045)
 
(25,834)
 
(31,389)
Redemption of share capital
 
 
-
 
-
 
(33,126)
 
-
Share purchase options exercised
 
 
599
 
-
 
599
 
2,887
Dividends paid
 
 
(36,740)
 
(34,444)
 
(36,740)
 
(34,444)
 
Cash generated from (applied to) financing activities
 
$
(94,428)
$
(120,618)
$
(223,854)
$
447,813
 
Investing activities
 
 
 
   
 
 
   
Silver and gold interests
 
$
(11)
$
(55)
$
(284)
$
(900,058)
Interest paid - capitalized to silver interests
 
-
 
(2,508)
 
(615)
 
(4,332)
Silver and gold interests - early deposit
 
 
(2,041)
 
(1,045)
 
(2,042)
 
(1,058)
Proceeds on disposal of silver interest
 
 
-
 
-
 
-
 
25,000
Proceeds on disposal of long-term investments
 
-
 
12
 
-
 
12
Dividend income received
 
 
14
 
23
 
20
 
80
Other
 
 
(60)
 
(1,447)
 
(107)
 
(2,059)
 
Cash applied to investing activities
 
$
(2,098)
$
(5,020)
$
(3,028)
$
(882,415)
 
Effect of exchange rate changes on cash and cash equivalents
 
$
(27)
$
230
$
54
$
(27)
Increase (decrease) in cash and cash equivalents
 
$
37,714
$
(16,116)
$
21,193
$
(236,206)
Cash and cash equivalents, beginning of period
 
86,776
 
88,008
 
103,297
 
308,098
 
Cash and cash equivalents, end of period
$
124,490
$
71,892
$
124,490
$
71,892
 

 

- 11 -

Summary of Ounces Produced and Sold

 
 
2016
2015
2014
 
 
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Q3
 
Silver ounces produced 2
 
 
           
San Dimas 3
           1,596
           923
         2,317
         1,418
        1,786
        1,928
        1,744
        1,290
Yauliyacu
              686
           657
            749
           696
           696
           576
           687
           875
Peñasquito
              867
        1,352
         1,766
       2,092
        1,932
        1,447
        1,582
        1,630
Antamina
           1,707
        2,021
        2,403
                 -
                 -
                 -
                 -
                 -
Other 4
          2,725
       2,568
        3,049
       2,684
       2,787
        2,391
        2,391
       2,300
Total silver ounces produced
           7,581
        7,521
       10,284
       6,890
        7,201
       6,342
       6,404
       6,095
 
Gold ounces produced ²
 
 
           
Sudbury 5
         14,893
       7,895
       13,678
       7,300
        8,195
       8,666
       9,924
       12,196
Salobo
        35,627
      37,871
      37,680
     32,954
     27,805
      27,185
      12,253
       10,415
Other 6
         19,729
      14,824
       19,293
      15,592
      14,082
      17,809
      13,925
      19,064
Total gold ounces produced
        70,249
     60,590
       70,651
     55,846
     50,082
     53,660
      36,102
      41,675
 
SEOs produced 7
         12,799
      12,337
       15,573
       11,092
      10,874
      10,269
       9,078
        8,881
GEOs produced 7
       171,290
     155,110
   208,068
    147,178
   149,073
    140,617
   124,056
   135,533
 
Silver ounces sold
 
 
           
San Dimas 3
           1,426
        1,345
        2,097
        2,014
        1,265
         1,901
        1,555
        1,295
Yauliyacu
              578
           603
            987
           428
           809
           320
            761
        1,373
Peñasquito
              886
           949
        2,086
       2,053
        1,420
        1,573
        1,640
        1,662
Antamina
          2,202
        1,879
         1,340
                 -
                 -
                 -
                 -
                 -
Other 4
          2,050
       2,776
         2,241
       2,080
        2,081
         1,871
        1,777
        1,969
Total silver ounces sold
           7,142
       7,552
         8,751
       6,575
       5,575
       5,665
       5,733
       6,299
 
Gold ounces sold
 
 
           
Sudbury 5
           11,351
       9,007
        6,256
       6,674
       12,518
       8,033
        11,251
       5,566
Salobo
        45,396
     35,366
       44,491
      21,957
      32,156
       9,794
      14,270
        7,180
Other 6
          14,010
     20,885
        14,152
      19,446
      16,300
      10,572
      12,383
     23,972
Total gold ounces sold
        70,757
     65,258
      64,899
     48,077
     60,974
     28,399
     37,904
      36,718
 
SEOs sold 7
          12,451
      12,745
       13,607
       10,201
       10,010
       7,737
       8,493
       8,683
GEOs sold 7
      165,945
      160,180
       181,838
     135,243
      137,591
      106,071
      116,654
      133,714
 
Cumulative payable silver ounces produced but not yet delivered 8
          2,634
       3,050
         3,813
       3,290
       3,742
       2,873
       2,876
        2,914
 
Cumulative payable gold ounces produced but not yet delivered 8
        28,477
     33,637
        41,401
     40,632
     35,604
      49,951
     27,649
      31,485

1) All figures in thousands except gold ounces produced and sold.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions.  Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available.  Certain production figures may be updated in future periods as additional information is received.
3) The ounces produced and sold include ounces received from Goldcorp in connection with Goldcorp's four year commitment commencing on August 6, 2010 to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
4) Comprised of the Los Filos, Zinkgruvan, Stratoni, Keno Hill, Cozamin, Neves-Corvo, Minto, Aljustrel, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the previously owned Mineral Park and Campo Morado silver interests.
5) Comprised of the Coleman, Copper Cliff, Garson, Stobie, Creighton and Totten gold interests.
6) Comprised of the Minto, 777 and Constancia gold interests.
7) Silver equivalent ounces (SEOs) and gold equivalent ounces (GEOs) are calculated by converting gold (in the case of SEOs) or silver (in the case of GEOs) using the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
8) Payable silver and gold ounces produced but not yet delivered are based on management estimates.  These figures may be updated in future periods as additional information is received.
 

- 12 -

Results of Operations

The Company currently has eight reportable operating segments: the silver produced by the San Dimas, Yauliyacu, Peñasquito and Antamina mines, the gold produced by the Sudbury and Salobo mines, the silver and gold produced by the Other mines and corporate operations.



Three Months Ended June 30, 2016
 
Ounces
Produced²
Ounces
Sold
Average
Realized
Price
($'s Per
Ounce)
Average
Cash Cost
($'s Per
Ounce)3
Average
Depletion
($'s Per
Ounce)
Sales
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
Silver
                                       
San Dimas
1,596
1,426
$
17.49
$
4.24
$
1.11
$
24,945
$
17,321
$
-
$
17,321
$
18,898
$
143,490
Yauliyacu
686
578
 
16.94
 
8.74
 
5.78
 
9,792
 
1,400
 
-
 
1,400
 
4,740
 
158,454
Peñasquito
867
886
 
16.11
 
4.09
 
3.05
 
14,272
 
7,945
 
-
 
7,945
 
10,649
 
425,247
Antamina
1,707
2,202
 
16.96
 
3.42
 
9.94
 
37,344
 
7,934
 
-
 
7,934
 
29,818
 
846,474
Other 4
2,725
2,050
 
17.74
 
4.69
 
4.73
 
36,358
 
17,044
 
-
 
17,044
 
26,013
 
935,190
Total silver
7,581
7,142
$
17.18
$
4.46
$
5.49
$
122,711
$
51,644
$
-
$
51,644
$
90,118
$
2,508,855
Gold
                                       
Sudbury 5
14,893
11,351
$
1,258
$
400
$
787
$
14,280
$
806
$
-
$
806
$
9,636
$
490,227
Salobo
35,627
45,396
 
1,263
 
400
 
423
 
57,357
 
19,985
 
-
 
19,985
 
39,198
 
2,122,575
Other 6
19,729
14,010
 
1,285
 
403
 
551
 
18,003
 
4,634
 
-
 
4,634
 
11,874
 
201,391
Total gold
70,249
70,757
$
1,267
$
401
$
507
$
89,640
$
25,425
$
-
$
25,425
$
60,708
$
2,814,193
 
Operating results
 
 
 
 
 
 
 
$
212,351
$
77,069
$
-
$
77,069
$
150,826
$
5,323,048
 
Corporate costs
                                   
General and administrative
                     
$
(9,959)
$
(9,959)
       
Other
 
 
 
 
 
 
 
 
 
 
 
 
(6,804)
 
(6,804)
 
 
 
 
Total corporate costs
 
 
 
 
 
 
 
 
 
 
$
(16,763)
$
(16,763)
$
(16,559)
$
238,161
 
 
 
 
 
 
 
 
 
 
$
212,351
$
77,069
$
(16,763)
$
60,306
$
134,267
$
5,561,209

1) All figures in thousands except gold ounces produced and sold and per ounce amounts.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions.  Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available.  Certain production figures may be updated in future periods as additional information is received.
3) Refer to discussion on non-IFRS measures at the end of this press release.
4) Comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
5) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Creighton and Totten gold interests in addition to the non-operating Victor gold interest.
6) Comprised of the operating Minto, 777 and Constancia gold interests in addition to the non-operating Rosemont gold interest.

On a silver equivalent and gold equivalent basis, results for the Company for the three months ended June 30, 2016 were as follows:

Three Months Ended June 30, 2016
 
Silver / Gold
Ratio 1
Ounces
Produced 2, 3
Ounces
Sold 3
Average
Realized
Price
($'s Per
Ounce)
Average
Cash Cost
($'s Per
Ounce) 4
Cash
Operating
Margin 4
($'s Per
Ounce)
Average
Depletion
($'s Per
Ounce)
Gross
Margin
($'s Per
Ounce)
                 
Silver equivalent basis
75.0
12,852
12,451
 $   17.06
 $   4.84
 $   12.22
 $   6.03
 $   6.19
Gold equivalent basis
75.0
171,290
165,945
 $    1,280
 $    363
 $    917
 $    452
 $    465

1) The silver / gold ratio is the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Silver ounces produced and sold in thousands.
4)
Refer to discussion on non-IFRS measures at the end of this press release.
 

- 13 -



Three Months Ended June 30, 2015
 
Ounces
Produced²
Ounces Sold
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce)3
Average
Depletion
($'s Per
Ounce)
Sales
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
Silver
                                       
San Dimas
1,786
1,265
$
16.42
$
4.20
$
0.88
$
20,762
$
14,339
$
-
$
14,339
$
15,451
$
150,169
Yauliyacu
696
809
 
16.44
 
4.20
 
6.43
 
13,296
 
4,693
 
-
 
4,693
 
9,898
 
180,214
Peñasquito
1,932
1,420
 
16.83
 
4.07
 
2.85
 
23,896
 
14,077
 
-
 
14,077
 
18,118
 
442,626
Other 4
2,787
2,081
 
16.15
 
4.44
 
4.42
 
33,598
 
15,174
 
-
 
15,174
 
24,599
 
1,154,126
 
7,201
5,575
$
16.42
$
4.26
$
3.51
$
91,552
$
48,283
$
-
$
48,283
$
68,066
$
1,927,135
Gold
                                       
Sudbury 5
8,195
12,518
$
1,204
$
400
$
841
$
15,074
$
(466)
$
-
$
(466)
$
10,044
$
566,569
Salobo
27,805
32,156
 
1,193
 
400
 
420
 
38,360
 
11,999
 
-
 
11,999
 
25,498
 
2,184,649
Other 6
14,082
16,300
 
1,193
 
380
 
598
 
19,449
 
3,497
 
-
 
3,497
 
14,278
 
389,622
 
50,082
60,974
$
1,195
$
395
$
554
$
72,883
$
15,030
$
-
$
15,030
$
49,820
$
3,140,840
 
Operating results
 
 
 
 
 
 
 
$
164,435
$
63,313
$
-
$
63,313
$
117,886
$
5,067,975
Corporate costs
                                   
General and administrative
                     
$
(7,886)
$
(7,886)
       
Other
 
 
 
 
 
 
 
 
 
 
 
 
(1,701)
 
(1,701)
 
 
 
 
Total corporate costs
 
 
 
 
 
 
 
 
 
 
$
(9,587)
$
(9,587)
$
(8,594)
$
135,396
 
 
 
 
 
 
 
 
 
 
$
164,435
$
63,313
$
(9,587)
$
53,726
$
109,292
$
5,203,371

1) All figures in thousands except gold ounces produced and sold and per ounce amounts.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions.  Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available.  Certain production figures may be updated in future periods as additional information is received.
3) Refer to discussion on non-IFRS measures at the end of this press release.
4) Comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
5) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Totten and Creighton gold interests in addition to the non-operating Victor gold interest.
6) Comprised of the operating Minto, 777 and Constancia gold interests in addition to the non-operating Rosemont gold interest.

On a silver equivalent and gold equivalent basis, results for the Company for the three months ended June 30, 2015 were as follows:

Three Months Ended June 30, 2015
 
Silver / Gold
Ratio 1
Ounces
Produced 2, 3
Ounces
Sold 3
Average
Realized
Price
($'s Per
Ounce)
Average
Cash Cost
($'s Per
Ounce) 4
Cash
Operating
Margin 4
($'s Per
Ounce)
Average
Depletion
($'s Per
Ounce)
Gross
Margin
($'s Per
Ounce)
                 
Silver equivalent basis
72.8
10,845
10,010
 $   16.43
 $   4.77
 $   11.66
 $   5.33
 $   6.33
Gold equivalent basis
72.8
149,073
137,591
 $    1,195
 $    347
 $    848
 $    388
 $    460
1) The silver / gold ratio is the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Silver ounces produced and sold in thousands.
4) Refer to discussion on non-IFRS measures at the end of this press release.

- 14 -


Non-IFRS Measures

Silver Wheaton has included, throughout this document, certain non-IFRS performance measures, including (i) adjusted net earnings and adjusted net earnings per share; (ii) operating cash flow per share (basic and diluted); (iii) average cash costs of silver and gold on a per ounce basis and; (iv) cash operating margin.

i. Adjusted net earnings and adjusted net earnings per share are calculated by removing the effects of the non-cash impairment charges. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, management and certain investors use this information to evaluate the Company's performance.

ii. Operating cash flow per share (basic and diluted) is calculated by dividing cash generated by operating activities by the weighted average number of shares outstanding (basic and diluted). The Company presents operating cash flow per share as management and certain investors use this information to evaluate the Company's performance in comparison to other companies in the precious metal mining industry who present results on a similar basis.

iii. Average cash cost of silver and gold on a per ounce basis is calculated by dividing the total cost of sales, less depletion, by the ounces sold. In the precious metal mining industry, this is a common performance measure but does not have any standardized meaning. In addition to conventional measures prepared in accordance with IFRS, management and certain investors use this information to evaluate the Company's performance and ability to generate cash flow.

iv. Cash operating margin is calculated by subtracting the average cash cost of silver and gold on a per ounce basis from the average realized selling price of silver and gold on a per ounce basis. The Company presents cash operating margin as management and certain investors use this information to evaluate the Company's performance in comparison to other companies in the precious metal mining industry who present results on a similar basis.

These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently.  The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. For more detailed information, please refer to Silver Wheaton's Management Discussion and Analysis available on the Company's website at www.silverwheaton.com and posted on SEDAR at www.sedar.com.
 
 
 
 
 
 
 



- 15 -

CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS

The information contained herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements, which are all statements other than statements of historical fact, include, but are not limited to, statements with respect to:

· the payment by Silver Wheaton's wholly owned subsidiary, Silver Wheaton (Caymans) Ltd. of $800 million cash consideration to a wholly owned subsidiary of Vale and the satisfaction of each party's obligations in accordance with the amendments to the Salobo gold purchase agreement and the anticipated receipt of estimated additional gold production from the Salobo mine;
· the amendment to the Silver Wheaton common share purchase warrants to reduce the exercise prices from $65 to $43.75;
· payments by Silver Wheaton's wholly owned subsidiary, Silver Wheaton (Caymans) Ltd. to Panoro and its wholly owned subsidiary Cordillera Copper Ltd. in accordance with an early deposit precious metal purchase agreement for the Cotabambas project, including any acceleration of payments, estimated throughput of the Cotabambas project and exploration potential associated with the Cotabambas project;
· the normal course issuer bid ("NCIB") and the number of shares that may be purchased under the NCIB;
· projected increases to Silver Wheaton's production and cash flow profile;
· the expansion and exploration potential at the Salobo mine;
· projected changes to Silver Wheaton's production mix;
· anticipated increases in total throughput at the Salobo mine;
· the effect of the SAT legal claim on Primero's business, financial condition, results of operations and cash flows for 2010-2014 and 2015-2019;
· the estimated future production;
· the future price of commodities;
· the estimation of mineral reserves and mineral resources;
· the realization of mineral reserve estimates;
· the timing and amount of estimated future production (including 2016 and average attributable annual production over the next five years);
· the costs of future production;
· reserve determination;
· estimated reserve conversion rates;
· any statements as to future dividends, the ability to fund outstanding commitments and the ability to continue to acquire accretive precious metal stream interests;
· confidence in the Company's business structure;
· the Company's position relating to any dispute with the CRA and the Company's intention to defend reassessments issued by the CRA; the impact of potential taxes, penalties and interest payable to the CRA; possible audits for taxation years subsequent to 2013; estimates as to amounts that may be reassessed by the CRA in respect of taxation years subsequent to 2010; amounts that may be payable in respect of penalties and interest; the Company's intention to file future tax returns in a manner consistent with previous filings; that the CRA will continue to accept the Company posting security for amounts sought by the CRA under notices of reassessment for the 2005-2010 taxation years or will accept posting security for any other amounts that may be sought by the CRA under other notices of reassessment; the length of time it would take to resolve any dispute with the CRA or an objection to a reassessment; and assessments of the impact and resolution of various tax matters, including outstanding audits, proceedings with the CRA and proceedings before the courts; and
· assessments of the impact and resolution of various legal and tax matters.

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates" or "does not anticipate", or "believes", "potential", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Silver Wheaton to be materially different from those expressed or implied by such forward-looking statements, including but not limited to:

· risks related to the satisfaction of each party's obligations in accordance with the terms of the amendments to the Salobo gold purchase agreement;
· fluctuations in the price of commodities;

- 16 -

· risks related to the mining operations from which Silver Wheaton purchases silver or gold (the "Mining Operations") including risks related to fluctuations in the price of the primary commodities mined at such operations, actual results of mining and exploration activities, environmental, economic and political risks of the jurisdictions in which the Mining Operations are located, and changes in project parameters as plans continue to be refined;
· the absence of control over Mining Operations and having to rely on the accuracy of the public disclosure and other information Silver Wheaton receives from the owners and operators of the Mining Operations as the basis for its analyses, forecasts and assessments relating to its own business;
· differences in the interpretation or application of tax laws and regulations or accounting policies and rules; and Silver Wheaton's interpretation of, or compliance with, tax laws and regulations or accounting policies and rules, is found to be incorrect or the tax impact to the Company's business operations is materially different than currently contemplated;
· any challenge by the CRA of the Company's tax filings is successful and the potential negative impact to the Company's previous and future tax filings;
· the Company's business or ability to enter into precious metal purchase agreements is materially impacted as a result of any CRA reassessment;
· any reassessment of the Company's tax filings and the continuation or timing of any such process is outside the Company's control;
· any requirement to pay reassessed tax;
· the Company is not assessed taxes on its foreign subsidiary's income on the same basis that the Company pays taxes on its Canadian income, if taxable in Canada;
· interest and penalties associated with a CRA reassessment having an adverse impact on the Company's financial position;
· litigation risk associated with a challenge to the Company's tax filings;
· credit and liquidity risks;
· hedging risk;
· competition in the mining industry;
· risks related to Silver Wheaton's acquisition strategy;
· risks related to the market price of the common shares of Silver Wheaton (the "Common Shares") , including with respect to the market price of the Common Shares being too high to ensure that purchases under the NCIB benefit Silver Wheaton or its shareholders;
· equity price risks related to Silver Wheaton's holding of long‑term investments in other exploration and mining companies;
· risks related to the declaration, timing and payment of dividends;
· the ability of Silver Wheaton and the Mining Operations to retain key management employees or procure the services of skilled and experienced personnel;
· litigation risk associated with outstanding legal matters;
· risks related to claims and legal proceedings against Silver Wheaton or the Mining Operations;
· risks relating to unknown defects and impairments;
· risks relating to security over underlying assets;
· risks related to ensuring the security and safety of information systems, including cyber security risks;
· risks related to the adequacy of internal control over financial reporting;
· risks related to governmental regulations;
· risks related to international operations of Silver Wheaton and the Mining Operations;
· risks relating to exploration, development and operations at the Mining Operations;
· risks related to the ability of the companies with which the Company has precious metal purchase agreements to perform their obligations under those precious metal purchase agreements in the event of a material adverse effect on the results of operations, financial condition, cash flows or business of such companies;
· risks related to environmental regulations and climate change;
· the ability of Silver Wheaton and the Mining Operations to obtain and maintain necessary licenses, permits, approvals and rulings;
· the ability of Silver Wheaton and the Mining Operations to comply with applicable laws, regulations and permitting requirements;
· lack of suitable infrastructure and employees to support the Mining Operations;
· uncertainty in the accuracy of mineral reserve and mineral resource estimates;
· inability to replace and expand mineral reserves;
· risks relating to production estimates from Mining Operations, including anticipated timing of the commencement of production by certain Mining Operations;
· uncertainties related to title and indigenous rights with respect to the mineral properties of the Mining Operations;
· fluctuation in the commodity prices other than silver or gold;
· the ability of Silver Wheaton and the Mining Operations to obtain adequate financing;

- 17 -

· the ability of Mining Operations to complete permitting, construction, development and expansion;
· challenges related to global financial conditions;
· risks relating to future sales or the issuance of equity securities; and
· other risks discussed in the section entitled "Description of the Business – Risk Factors" in Silver Wheaton's Annual Information Form available on SEDAR at www.sedar.com, and in Silver Wheaton's Form 40-F filed March 30, 2016 and Form 6-K filed March 16, 2016 both on file with the U.S. Securities and Exchange Commission in Washington, D.C. (the "Disclosure").

Forward-looking statements are based on assumptions management currently believes to be reasonable, including but not limited to:

· the payment by Silver Wheaton (Caymans) Ltd. of $800 million to a wholly owned subsidiary of Vale and the satisfaction of each party's obligations in accordance with the terms of the amendments to the Salobo purchase agreement;
· the receipt of all necessary approvals for the amendment to the Silver Wheaton common share purchase warrants to reduce the exercise price from $65 to $43.75;
· the satisfaction of each party's obligations in accordance with the Cotabambas early deposit purchase agreement;
· no material adverse change in the market price of commodities;
· that the Mining Operations will continue to operate and the mining projects will be completed in accordance with public statements and achieve their stated production estimates;
· the continuing ability to fund or obtain funding for outstanding commitments;
· Silver Wheaton's ability to source and obtain accretive precious metal stream interests;
· expectations regarding the resolution of legal and tax matters, including the ongoing class action litigation and CRA audit involving the Company;
· Silver Wheaton will be successful in challenging any reassessment by the CRA;
· Silver Wheaton has properly considered the application of Canadian tax law to its structure and operations;
· Silver Wheaton will continue to be permitted to post security for amounts sought by the CRA under notices of reassessment;
· Silver Wheaton has filed its tax returns and paid applicable taxes in compliance with Canadian tax law;
· Silver Wheaton will not change its business as a result of any CRA reassessment;
· Silver Wheaton's ability to enter into new precious metal purchase agreements will not be impacted by any CRA reassessment;
· expectations and assumptions concerning prevailing tax laws and the potential amount that could be reassessed as additional tax, penalties and interest by the CRA;
· any foreign subsidiary income, if taxable in Canada, would be subject to the same or similar tax calculations as Silver Wheaton's Canadian income, including the Company's position, in respect of precious metal purchase agreements with upfront payments paid in the form of a deposit, that the estimates of income subject to tax is based on the cost of precious metal acquired under such precious metal purchase agreements being equal to the market value of such precious metal;
· the estimate of the recoverable amount for any precious metal purchase agreement with an indicator of impairment; and
· such other assumptions and factors as set out in the Disclosure.

Although Silver Wheaton has attempted to identify important factors that could cause actual results, level of activity, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that cause results, level of activity, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Silver Wheaton. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that actual outcomes may vary. The forward-looking statements included herein are for the purpose of providing investors with information to assist them in understanding Silver Wheaton's expected financial and operational performance and may not be appropriate for other purposes. Any forward looking statement speaks only as of the date on which it is made. Silver Wheaton does not undertake to update any forward-looking statements that are included or incorporated by reference herein, except in accordance with applicable securities laws.
 

- 18 -
 

Cautionary Language Regarding Reserves And Resources
For further information on Mineral Reserves and Mineral Resources and on Silver Wheaton more generally, readers should refer to Silver Wheaton's Annual Information Form for the year ended December 31, 2015 and other continuous disclosure documents filed by Silver Wheaton since January 1, 2016, available on SEDAR at www.sedar.com. Silver Wheaton's Mineral Reserves and Mineral Resources are subject to the qualifications and notes set forth therein. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: The information contained herein has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Standards"). These definitions differ from the definitions in Industry Guide 7 ("SEC Industry Guide 7") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Also, under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained herein that describes Silver Wheaton's mineral deposits may not be comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. United States investors are urged to consider closely the disclosure in Silver Wheaton's Form 40-F, a copy of which may be obtained from Silver Wheaton or from http://www.sec.gov/edgar.shtml.

In accordance with the Company's MD&A and financial statements, reference to the Company includes the Company's wholly owned subsidiaries.



For further information, please contact:

Patrick Drouin
Senior Vice President, Investor Relations
Silver Wheaton Corp.
Tel: 1-844-288-9878
Website: www.silverwheaton.com



 



Management's Discussion and Analysis of Results of Operations and Financial Condition for the Three and Six Months Ended June 30, 2016

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with Silver Wheaton Corp.'s ("Silver Wheaton" or the "Company") unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2016 and related notes thereto which have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"). In addition, the following should be read in conjunction with the 2015 audited consolidated financial statements, the related MD&A and the 2015 Annual Information Form as well as other information relating to Silver Wheaton on file with the Canadian securities regulatory authorities and on SEDAR at www.sedar.com. This MD&A contains "forward-looking" statements that are subject to risk factors set out in the cautionary note contained on page 39 of this MD&A as well as throughout this document. All figures are presented in United States dollars unless otherwise noted. This MD&A has been prepared as of August 10, 2016.


Highlights

Operations

Production

· Attributable silver production for the three and six months ended June 30, 2016 of 7.6 million ounces  and 15.1 million ounces, respectively, representing an increase of 5% and 11% relative to the comparable periods in 2015, with the silver ounces produced for the most recently completed six months representing a record for the Company.

· Attributable gold production for the three and six months ended June 30, 2016 of 70,200 ounces  and 130,800 ounces, respectively, representing an increase of 40% and 26% relative to the comparable periods in 2015, with the gold ounces produced for the most recently completed six months representing a record for the Company.

· On a silver equivalent basis1, attributable production for the three and six months ended June 30, 2016 of 12.9 million ounces and 25.0 million ounces, respectively, representing an increase of 18% relative to the comparable periods in 2015, with ounces produced for the most recently completed six months representing a record for the Company1.

· Alternatively, on a gold equivalent basis1, attributable production for the three and six months ended June 30, 2016 of 171,300 ounces and 330,000 ounces, respectively, representing an increase of 15% relative to the comparable periods in 2015, with ounces produced for the most recently completed six months representing a record for the Company1.

Sales Volume

· Attributable silver sales volume for the three and six months ended June 30, 2016 of 7.1 million ounces and 14.7 million ounces, respectively, representing an increase of 28% and 31% relative to the comparable periods in 2015, with the silver ounces sold for the most recently completed six month period representing a record for the Company.

· Record gold sales volume for the three and six months ended June 30, 2016 of 70,800 ounces and 136,000 ounces, respectively, representing an increase of 16% and 52% relative to the comparable periods in 2015.

· On a silver equivalent basis1, attributable sales volume for the three and six months ended June 30, 2016 of 12.5 million ounces and 25.0 million ounces, respectively, representing an increase of 24% and 40% relative to the comparable periods in 2015, with ounces sold for the most recently completed six month period representing a record for the Company.

· Alternatively, on a gold equivalent basis1, attributable sales volume for the three and six months ended June 30, 2016 of 165,900 ounces and 329,800 ounces, respectively, representing an increase of 21% and 37% relative to the comparable periods in 2015, with ounces sold for the most recently completed six month period representing a record for the Company.
 

1 Please refer to the tables on the bottom of pages 14, 15, 17 and 18 for the methodology of converting production and sales volumes to silver- and gold-equivalent ounces.
 

 
SILVER WHEATON 2016 SECOND QUARTER REPORT [1]




· As at June 30, 2016, approximately 2.6 million payable silver ounces and 28,500 payable gold ounces attributable to the Company have been produced at the various mines and will be recognized in future sales as they are delivered to the Company under the terms of their contracts. This represents a decrease of 0.4 million payable silver ounces and 5,200 payable gold ounces during the three month period ending June 30, 2016, with the decrease in payable silver ounces being primarily related to deliveries from Yauliyacu, Antamina and Peñasquito. Payable ounces produced but not yet delivered to Silver Wheaton are expected to average approximately two months of annualized production but may vary from quarter to quarter due to a number of factors including mine ramp-up, delays in shipments, etc.1

Per Ounce Price Realized and Cash Cost Paid

· Average realized sale price per silver ounce sold for the three and six months ended June 30, 2016 of $17.18 and $15.89, respectively, representing an increase of 5% and a decrease of 5% relative to the comparable periods in 2015.

· Average realized sale price per gold ounce sold for the three and six months ended June 30, 2016, of $1,267 and $1,223, respectively, representing an increase of 6% and 2% relative to the comparable periods in 2015.

· Average cash cost² per silver ounce sold for the three and six months ended June 30, 2016 of $4.46 and $4.30, representing an increase of 5% and 2% relative to the comparable periods in 2015.2

· Average cash cost² per gold ounce sold for the three and six months ended June 30, 2016 of $401 and $395, respectively, representing an increase of 1% relative to the comparable periods in 2015.

· Cash operating margin³ per silver ounce sold for the three and six months ended June 30, 2016 of $12.72 and $11.59, respectively, representing an increase of 5% and a decrease of 7% relative to the comparable periods in 2015.3

· Cash operating margin³ per gold ounce sold for the three and six months ended June 30, 2016 of $866 and $828, respectively, representing an increase of 8% and 2% relative to the comparable periods in 2015.

Operating Results

· Revenue for the three and six months ended June 30, 2016 of $212 million and $400 million, respectively, compared with $164 million and $295 million for the comparable periods in 2015, representing an increase of 29% and 36%, respectively.

· Net earnings for the three and six months ended June 30, 2016 was $60 million ($0.14 per share) and $101 million ($0.24 per share), respectively, representing an increase of 12% during the three month period and a decrease of 2% during the six month period relative to the comparable periods in 2015.

· Operating cash flows for the three and six months ended June 30, 2016 of $134 million ($0.31 per share) and $248 million ($0.59 per share), respectively, representing an increase of 23% and 25% relative to the comparable periods in 2015.4

· On August 10, 2016, the Board of Directors declared a dividend in the amount of $0.05 per common share as per the Company's stated dividend policy whereby the quarterly dividend will be equal to 20% of the average of the operating cash flow of the previous four quarters. This dividend is payable to shareholders of record on August 24, 2016 and is expected to be distributed on or about September 07, 2016. The Company has implemented a dividend reinvestment plan ("DRIP") whereby shareholders can elect to have dividends reinvested directly into additional Silver Wheaton common shares at a discount of 3% of the Average Market Price, as defined in the DRIP.





1 Statements made in this section contain forward-looking information with respect to forecast ounces produced but not yet delivered and readers are cautioned that actual outcomes may vary. Please see "Cautionary Note Regarding Forward-Looking Statements" for material risks, assumptions and important disclosure associated with this information.
2 Refer to discussion on non-IFRS measure (iii) of page 23 of this MD&A
3 Refer to discussion on non-IFRS measure (iv) of page 24 of this MD&A
4 Refer to discussion on non-IFRS measure (ii) of page 22 of this MD&A

SILVER WHEATON 2016 SECOND QUARTER REPORT [2]




Corporate Development
 
·
On August 2, 2016, the Company announced that it had agreed to amend its agreement with Vale S.A ("Vale") to acquire an additional amount of gold equal to 25% of the life of mine gold production from its Salobo mine located in Brazil, with the Company being entitled to the additional attributable gold production for which an off-taker payment is received after July 1, 2016. This acquisition is in addition to the 50% of the Salobo mine gold production that the Company acquired pursuant to its original agreement in 2013 (as amended).
Other

· On April 14, 2016, the Company completed a bought-deal common share financing (the "Offering"), whereby a total of 38,105,250 common shares (inclusive of the underwriters' over-allotment option) of Silver Wheaton were sold at a price of $16.60 per share, for aggregate gross proceeds to Silver Wheaton of approximately $633 million. After deducting underwriter commissions, the Company raised total net proceeds of approximately $607 million, which was used to repay debt that was outstanding under the Company's $2 billion revolving credit facility.


Overview

Silver Wheaton Corp. is a mining company which generates its revenue from the sale of silver and gold. The Company is listed on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") and trades under the symbol SLW.

Currently, the Company has entered into 19 long-term purchase agreements and two early deposit long-term purchase agreements associated with silver and/or gold ("precious metal purchase agreements" or "PMPA"), relating to 30 different mining assets, whereby Silver Wheaton acquires silver and gold production from the counterparties for an initial upfront cash payment plus an additional cash payment for each ounce delivered which is fixed by contract, generally at or below the prevailing market price. Attributable silver and gold as referred to in this MD&A and financial statements is the silver and gold production to which Silver Wheaton is entitled pursuant to the various purchase agreements. During the three months ended June 30, 2016, the per ounce price paid by the Company for silver and gold under the agreements averaged $4.46 and $401, respectively. The primary drivers of the Company's financial results are the volume of silver and gold production at the various mines to which the precious metal purchase agreements relate and the price of silver and gold realized by Silver Wheaton upon the sale of silver and gold received.

Outlook1

Silver Wheaton is the largest pure precious metal streaming company in the world. As a result of the recent amendments to the Salobo precious metal purchase agreement, the Company has updated its one-year and long-term production guidance. For 2016, Silver Wheaton's estimated attributable gold production is now forecast to be 305,000 ounces, up from 265,000 ounces previously forecasted, and estimated average annual attributable gold production over the next five years (including 2016) is anticipated to be approximately 330,000 ounces of gold per year, up from 260,000 ounces. Silver production in 2016 is now forecast to be approximately 32 million ounces, down slightly from previous guidance of 32.8 million ounces due to lower than expected production from San Dimas (Primero has reported that labor issues during July impacted development and has therefore resulted in deferring mining some high grade areas to 2017) and Peñasquito (Goldcorp has reported that over the next three years mining activities in the pit will focus on lower grade ore in the upper parts of the Peñasco pit while stripping is emphasized to ensure an economically optimal pit shell design) partially offset by Antamina, which is expected to be above previous guidance. Annual silver production over the next five years (including 2016) remains unchanged at 31 million ounces per year.
From a liquidity perspective, the $124 million of cash and cash equivalents as at June 30, 2016 combined with the liquidity provided by the available credit under the $2 billion Revolving Facility and ongoing operating cash flows positions the Company well to fund all outstanding commitments and known contingencies as well as providing flexibility to acquire additional accretive precious metal stream interests.



1 Statements made in this section contain forward-looking information with respect to forecast production, funding outstanding commitments and continuing to acquire accretive precious metal stream interests and readers are cautioned that actual outcomes may vary. Please see "Cautionary Note Regarding Forward-Looking Statements" for material risks, assumptions and important disclosure associated with this information.

SILVER WHEATON 2016 SECOND QUARTER REPORT [3]




Silver and Gold Interests1

The following table summarizes the silver and gold interests currently owned by the Company:

Silver and Gold Interests
Mine Owner
Location of Mine
Upfront Consideration1
Attributable
Production to be
Purchased
Term of Agreement
Date of
Original
Contract
Silver
Gold
San Dimas
Primero
Mexico
 $      189,799
 100% 2
 0%
Life of Mine
15-Oct-04
Yauliyacu
Glencore
Peru
 $      285,000
 100% 3
 0%
Life of Mine
23-Mar-06
Peñasquito
Goldcorp
Mexico
 $      485,000
 25%
 0%
Life of Mine
24-Jul-07
Salobo
Vale
Brazil
 $   3,055,056 4
 0%
 75%
Life of Mine
28-Feb-13
Sudbury
 
 
 $      623,572 5
 
 
 
 
Coleman
Vale
Canada
 
 0%
 70%
20 years
28-Feb-13
Copper Cliff
Vale
Canada
 
 0%
 70%
20 years
28-Feb-13
Garson
Vale
Canada
 
 0%
 70%
20 years
28-Feb-13
Stobie
Vale
Canada
 
 0%
 70%
20 years
28-Feb-13
Creighton
Vale
Canada
 
 0%
 70%
20 years
28-Feb-13
Totten
Vale
Canada
 
 0%
 70%
20 years
28-Feb-13
Victor
Vale
Canada
 
 0%
 70%
20 years
28-Feb-13
Antamina
Glencore
Peru
 $      900,000
 33.75% 6
 0%
Life of Mine
3-Nov-15
Other
 
 
 $   2,107,683
 
 
 
 
Los Filos
Goldcorp
Mexico
 $          4,463
 100%
 0%
25 years
15-Oct-04
Zinkgruvan
Lundin
Sweden
 $        77,866
 100%
 0%
Life of Mine
8-Dec-04
Stratoni
Eldorado Gold 7
Greece
 $        57,500
 100%
 0%
Life of Mine
23-Apr-07
Minto
Capstone
Canada
 $        54,805
 100%
 100% 8
Life of Mine
20-Nov-08
Cozamin
Capstone
Mexico
 $        41,959
 100%
 0%
10 years
4-Apr-07
Neves-Corvo
Lundin
Portugal
 $        35,350
 100%
 0%
50 years
5-Jun-07
Aljustrel
I'M SGPS
Portugal
 $          2,451
 100% 9
 0%
50 years
5-Jun-07
Keno Hill
Alexco
Canada
 $        50,000
 25%
 0%
Life of Mine
2-Oct-08
Barrick
 
 
 $      625,000
 
 
 
 
Pascua-Lama
Barrick
Chile/Argentina
 
 25%
 0%
Life of Mine
8-Sep-09
Lagunas Norte
Barrick
Peru
 
 100%
 0%
8.5 years
8-Sep-09
Pierina
Barrick
Peru
 
 100%
 0%
8.5 years 10
8-Sep-09
Veladero
Barrick
Argentina
 
 100% 11
 0%
8.5 years
8-Sep-09
Rosemont
Hudbay
United States
 $      230,000 12
 100%
 100%
Life of Mine
10-Feb-10
Loma de La Plata
Pan American
Argentina
 $        43,289 13
 12.5%
 0%
Life of Mine
n/a 14
777
Hudbay
Canada
 $      455,100
 100%
 100%/50% 15
Life of Mine
8-Aug-12
Constancia
Hudbay
Peru
 $      429,900
 100%
 50% 16
Life of Mine
8-Aug-12
Early Deposit
 
 
 
 
 
 
 
Toroparu
Sandspring
Guyana
 $      153,500 17
 50%
 10%
Life of Mine
11-Nov-13
Cotabambas
Panoro
Peru
 $      140,000 18
 100% 19
 25% 19
Life of Mine
21-Mar-16

1) Expressed in United States dollars, rounded to the nearest thousand; excludes closing costs and capitalized interest, where applicable.
2) Primero will deliver a per annum amount to Silver Wheaton equal to the first 6 million ounces of payable silver produced at San Dimas and 50% of any excess.
3) Glencore will deliver a per annum amount to Silver Wheaton equal to the first 1.5 million ounces of payable silver produced at Yauliyacu and 50% of any excess.
4) Comprised of $2.23 billion upfront cash payment paid to date, $800 million to be paid on or about August 16, 2016 in connection with the recent amendment to the Salobo PMPA and $25 million reflecting the estimated value associated with amendments to be made to the Company's warrants previously issued in conjunction with the Sudbury PMPA (see footnote 5, below) whereby the exercise price was lowered from $65 to $43.75 per warrant. The amended warrants will become effective on August 16, 2016. Does not include the contingent payment related to the Salobo mine expansion. Vale has completed the expansion of the mill throughput capacity at the Salobo mine to 24 million tonnes per annum ("Mtpa") from its previous 12 Mtpa. If actual throughput is expanded above 28 Mtpa within a predetermined period, and depending on the grade of material processed, Silver Wheaton will be required to make an additional payment to Vale based on a set fee schedule ranging from $113 million if throughput is expanded beyond 28 Mtpa by January 1, 2036, up to $953 million if throughput is expanded beyond 40 Mtpa by January 1, 2021.
5) Comprised of a $570 million upfront cash payment plus warrants to purchase 10 million common shares of Silver Wheaton at a strike price of $65, with a term of 10 years (see footnote 4, above). 
6) Once the Company has received 140 million ounces of silver under the Antamina agreement, the Company's attributable silver production to be purchased will be reduced to 22.5%.
7) 95% owned by Eldorado Gold Corporation.
8) The Company is entitled to acquire 100% of the first 30,000 ounces of gold produced per annum and 50% thereafter.
9) Silver Wheaton only has the rights to silver contained in concentrate containing less than 15% copper at the Aljustrel mine.
10) As per Barrick's disclosure, closure activities were initiated at Pierina in August 2013.
11) Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore processed at Veladero during the period.
12) The upfront consideration is currently reflected as a contingent obligation, payable on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine.
13) Comprised of $11 million allocated to the silver interest upon the Company's acquisition of Silverstone Resources Corp. in addition to a contingent liability of $32 million, payable upon the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction.
14) Definitive terms of the agreement to be finalized.
15) Silver Wheaton is entitled to acquire 100% of the life of mine gold production from Hudbay's 777 mine until Hudbay's Constancia mine satisfies a completion test, or the end of 2016, whichever is later. At that point, Silver Wheaton's share of gold production from 777 will be reduced to 50% for the life of the mine.
16) Gold recoveries will be set at 55% for the Constancia deposit and 70% for the Pampacancha deposit until 265,000 ounces of gold have been delivered to the Company.
17) Comprised of $16 million paid to date and $138 million to be payable on an installment basis to partially fund construction of the mine.
18) Comprised of $2 million paid to date, $12 million which is payable on an installment basis spread out over a period of up to nine years and $126 million payable on an installment basis to partially fund construction of the mine once certain conditions have been satisfied.
19) Once 90 million silver equivalent ounces attributable to Silver Wheaton have been produced, the attributable production to be purchased will decrease to 66.67% of silver production and 16.67% of gold production for the life of mine.



1 Statements made in this section contain forward-looking information including the timing and amount of estimated future production and readers are cautioned that actual outcomes may vary. Please see "Cautionary Note Regarding Forward-Looking Statements" for material risks, assumptions and important disclosure associated with this information.

SILVER WHEATON 2016 SECOND QUARTER REPORT [4]




 
Silver Interests
San Dimas

On October 15, 2004, the Company entered into an agreement with Goldcorp Inc. ("Goldcorp") to acquire an amount equal to 100% of the silver produced by Goldcorp's Luismin mining operations in Mexico, including the San Dimas mine. On August 6, 2010, Goldcorp completed the sale of San Dimas to Primero Mining Corp. ("Primero"), and pursuant to the amended silver purchase agreement with Primero, the Company acquires 100% of the payable silver produced at San Dimas up to 6 million ounces annually, and 50% of any excess for the life of the mine. Goldcorp has provided a guarantee with respect to the delivery by Primero of all silver produced and owing to the Company until 2029 and Primero has provided Silver Wheaton with a right of first refusal on any metal stream or similar transaction it enters into.

In February 2016, Primero announced that its Mexican subsidiary received a legal claim from the Mexican tax authorities, Servicio de Administración Tributaria ("SAT"), seeking to nullify the Advance Pricing Agreement ("2012 APA") issued by SAT in 2012. The 2012 APA confirmed Primero's ability to pay taxes in Mexico on the sale of silver on actual prices realized by its Mexican subsidiary in connection with silver sales under the Primero SPA for the tax years 2010 through 2014.  Primero has indicated that if the SAT is successful in retroactively nullifying the 2012 APA, the SAT may seek to audit and reassess Primero's Mexican subsidiary in respect of sales of silver in connection with the Primero SPA for the tax years 2010 through 2014 and tax Primero on such sales at higher-than-realized prices, as opposed to the actual realized prices set under the Primero SPA. Primero has disclosed that the amount of additional taxes that could be reassessed by the SAT for the tax years 2010 through 2014 on the silver sold in connection with the Primero SPA cannot be reasonably estimated at this time, but if SAT was successful in retroactively nullifying the 2012 APA and issuing reassessments it would likely have a material adverse effect on Primero's results of operations, financial condition and cash flows.
Primero has disclosed that it intends to vigorously defend the validity of the 2012 APA and that it has filed procedural and substantive responses to the claim.  Primero has also disclosed that while the timing of the legal proceeding initiated by the SAT is uncertain, Primero understands that it will take at least two years for a final decision to be rendered.  Further, Primero has indicated that it has until the end of 2016 to file an application for a renewed Advanced Pricing Agreement in respect of tax years 2015 though 2019. In light of the legal challenge by the SAT to nullify the 2012 APA, Primero has indicated that it believes the SAT is unlikely to agree to an Advance Pricing Agreement for the tax years 2015 through 2019 tax years on terms similar to the 2012 APA. For the 2015 tax year and the first six months of 2016, Primero has confirmed that it continued to record its revenue for the purposes of Mexican tax accounting in a manner consistent with the 2012 APA.  To the extent the SAT determines that the appropriate price to tax sales under the Primero SPA is significantly different from the actual realized prices thereunder, such determination is likely to have a material adverse effect on Primero's business, financial condition and results of operations.
In the event that Primero is not able to defend the validity of the 2012 APA, is unable to pay taxes in Mexico based on realized silver prices or the SAT proceedings or actions otherwise have an adverse impact on the business, financial condition or results of operation of Primero, then, in Silver Wheaton's opinion, Primero may (i) be unable to deliver some or all of the silver ounces due under the Primero SPA; (ii) otherwise default in its obligations under the Primero SPA; (iii) cease operations at San Dimas if it is uneconomic to continue to operate the mine; or (iv) become insolvent.  As a result, any of these or other adverse financial or operational consequences on Primero may also have a material adverse effect on Silver Wheaton's business, financial condition, results of operation and cash flows. Silver production from San Dimas represented approximately 16% of Silver Wheaton's total silver equivalent production for the year ended December 31, 2015.  If Silver Wheaton was unable to purchase any further silver under the Primero SPA, Silver Wheaton's forecasted silver equivalent production for 2016 and average five year forecasted silver equivalent production, its revenue and cash flows and its reserves and resources would all be significantly reduced. In addition, there is no assurance that Silver Wheaton will be successful in enforcing its rights under the security interest granted by Primero and the guarantee granted by Goldcorp. See "Risks Relating to the Company – Security Over Underlying Assets" and "Risks Relating to the Mining Operations – International Operations" in the Company's Annual Information Form for the year ended December 31, 2015.
As at June 30, 2016, approximately 0.1 million ounces of cumulative payable silver ounces have been produced at San Dimas but not yet delivered to the Company, representing an increase of 0.1 million payable silver ounces during the three month period ended June 30, 2016.1
 
 

 1 Payable silver and gold ounces produced but not yet delivered are based on management estimates, and may be updated in future periods as additional information is received.

SILVER WHEATON 2016 SECOND QUARTER REPORT [5]




As at June 30, 2016, the Company has received approximately 73.1 million ounces of silver related to San Dimas under the agreement, generating cumulative operating cash flows of approximately $1,005 million. As at December 31, 2015, the San Dimas mine had proven and probable silver reserves of 55.2 million ounces, measured and indicated silver resources of 7.2 million ounces and inferred silver resources of 74.0 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).
Yauliyacu

On March 23, 2006, the Company entered into an agreement with Glencore to acquire an amount equal to 100% of the silver produced from the Yauliyacu mining operations in Peru, up to a maximum of 4.75 million ounces per year, for a period of 20 years.

On November 30, 2015, the Company amended its silver purchase agreement with Glencore. The term of the agreement, which was set to expire in 2026, was extended to the life of mine. Additionally, effective January 1, 2016, Glencore will deliver to Silver Wheaton a per annum amount equal to the first 1.5 million ounces of payable silver produced at Yauliyacu and 50% of any excess.

During the term of the agreement, Silver Wheaton has a right of first refusal on any future sales of silver streams from the Yauliyacu mine and a right of first offer on future sales of silver streams from any other mine owned by Glencore at the time of the initial transaction.

As at June 30, 2016, approximately 0.1 million ounces of cumulative payable silver ounces have been produced at Yauliyacu but not yet delivered to the Company, representing a decrease of 0.1 million payable silver ounces during the three month period ended June 30, 2016. 1

As at June 30, 2016, the Company has received approximately 26.4 million ounces of silver related to the Yauliyacu mine under the agreement, generating cumulative operating cash flows of approximately $384 million. As at December 31, 2015, the Company's share of the Yauliyacu proven and probable silver reserves was 17.1 million ounces, measured and indicated silver resources was 51.3 million ounces and inferred silver resources was 76.9 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Peñasquito

On July 24, 2007, the Company entered into an agreement with Goldcorp to acquire an amount equal to 25% of the silver produced from Goldcorp's Peñasquito mining operations (the "Peñasquito mine") in Mexico for the life of mine.

As at June 30, 2016, approximately 0.3 million ounces of cumulative payable silver ounces have been produced at Peñasquito but not yet delivered to the Company, representing a decrease of 0.1 million payable silver ounces during the three month period ended June 30, 2016.1

As at June 30, 2016, the Company has received approximately 35.4 million ounces of silver related to the Peñasquito mine under the agreement, generating cumulative operating cash flows of approximately $667 million. As at December 31, 2015, the Company's 25% share of the Peñasquito proven and probable silver reserves was 145.5 million ounces, measured and indicated silver resources was 60.4 million ounces and inferred silver resources was 3.3 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Antamina

On November 3, 2015, the Company entered into an agreement to acquire from Glencore an amount of silver equal to 33.75% of the silver production from the Antamina mine in Peru until the delivery of 140 million ounces of silver and 22.5% of silver production thereafter for life of mine at a fixed 100% payable rate.

As at June 30, 2016, approximately 0.7 million ounces of cumulative payable silver ounces have been produced at Antamina but not yet delivered to the Company, representing a decrease of 0.5 million payable silver ounces during the three month period ended June 30, 2016. 1



1 Payable silver and gold ounces produced but not yet delivered are based on management estimates, and may be updated in future periods as additional information is received.

SILVER WHEATON 2016 SECOND QUARTER REPORT [6]





As at June 30, 2016, the Company has received approximately 5.4 million ounces of silver related to the Antamina mine under the agreement, generating cumulative operating cash flows of approximately $67 million. As at December 31, 2015, the Company's share of the Antamina proven and probable silver reserves was 68.9 million ounces, measured and indicated silver resources was 59.1 million ounces and inferred silver resources was 125.3 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Other Silver Interests

Other silver interests consist of the following:

i. As part of the agreement with Goldcorp to acquire silver from the Luismin mining operations, on October 15, 2004, the Company entered into an agreement with Goldcorp to acquire 100% of the silver production from its Los Filos mine in Mexico for a period of 25 years, commencing October 15, 2004;

ii. On December 8, 2004, the Company entered into an agreement with Lundin Mining Corporation ("Lundin") to acquire 100% of the silver produced by Lundin's Zinkgruvan mining operations in Sweden for the life of mine;

iii. On April 23, 2007, the Company entered into an agreement with European Goldfields Limited (which was acquired by Eldorado Gold Corporation ("Eldorado Gold") on February 24, 2012), to acquire 100% of the life of mine silver production from its 95% owned Stratoni mine in Greece;

iv. On October 2, 2008, the Company entered into an agreement with Alexco Resource Corp. ("Alexco") to acquire an amount equal to 25% of the life of mine silver production from its Keno Hill silver district in Canada, including the Bellekeno mine. In June 2014, the Company amended its silver purchase agreement with Alexco to increase the production payment to be a function of the silver price at the time of delivery. In addition, the area of interest was expanded to include properties currently owned by Alexco and properties acquired by Alexco in the future which fall within a one kilometer radius of existing Alexco holdings in the Keno Hill Silver District. The amended agreement is conditional on Alexco paying Silver Wheaton $20 million by December 31, 2016 at Alexco's option;

v. On May 21, 2009, the Company completed the acquisition of Silverstone Resources Corp. (the "Silverstone Acquisition"). As part of the Silverstone Acquisition, the Company acquired a precious metal purchase agreement with Capstone Mining Corp. ("Capstone") to acquire 100% of the silver produced from Capstone's Minto mine in Canada for the life of mine;

vi. As part of the Silverstone Acquisition, the Company acquired a silver purchase agreement with Capstone to acquire 100% of the silver produced from Capstone's Cozamin mine in Mexico for a period of 10 years, commencing on April 4, 2007;

vii. As part of the Silverstone Acquisition, the Company acquired an agreement with Lundin to acquire 100% of the silver production from its Neves-Corvo mine in Portugal for a period of 50 years, commencing June 5, 2007;

viii. As part of the Silverstone Acquisition, the Company acquired an agreement with I'M SGPS to acquire 100% of the silver production from its Aljustrel mine in Portugal for a period of 50 years, commencing June 5, 2007. As part of an agreement with I'M SGPS dated July 16, 2014, Silver Wheaton agreed to limit its rights to only silver contained in concentrates containing less than 15% copper;

ix. As part of the Silverstone Acquisition, the Company acquired an agreement with Aquiline Resources Inc., which was acquired by Pan American Silver Corp. ("Pan American") on December 22, 2009, to acquire an amount equal to 12.5% of the life of mine silver production from the Loma de La Plata zone of the Navidad project in Argentina, the definitive terms of which are to be finalized. The Company is committed to pay Pan American total upfront cash payments of $32 million following the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction;

x. On September 8, 2009, the Company entered into an agreement with Barrick Gold Corporation to acquire an amount equal to 25% of the life of mine silver production from its Pascua-Lama project which is located in Chile and Argentina, as well as 100% of the silver production from its Lagunas Norte mine and Pierina mine, which are both located in Peru, and its Veladero1 mine which is located in Argentina (collectively referred to as the "Barrick mines") until April 1, 2018. Barrick has previously announced that the Pascua-Lama project has been placed on care and maintenance and that a temporary and partial closure plan has been filed with the Chilean mining authority;



1 Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore processed at Veladero during the period.

SILVER WHEATON 2016 SECOND QUARTER REPORT [7]




xi. On February 10, 2010, the Company entered into an agreement with Augusta Resource Corporation, which was acquired by Hudbay on July 16, 2014, to acquire an amount equal to 100% of the life of mine silver and gold production from the Rosemont Copper project ("Rosemont") in the United States. The Company is committed to pay Hudbay total upfront cash payments of $230 million, payable on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine;

xii. On August 8, 2012, the Company entered into an agreement with Hudbay to acquire an amount equal to 100% of the life of mine silver production from its 777 mine, located in Canada; and

xiii. On August 8, 2012, the Company entered into an agreement with Hudbay to acquire an amount equal to 100% of the life of mine silver production from the Constancia mine ("Constancia") in Peru (the Constancia Precious Metal Purchase Agreement"). If the Constancia processing plant fails to achieve at least 90% of expected throughput and silver recovery by December 31, 2016, Silver Wheaton would be entitled to continued delivery of 100% of the gold production from Hudbay's 777 mine. If the completion test has not been satisfied by December 31, 2020, Silver Wheaton would be entitled to a proportionate return of the upfront cash consideration relating to Constancia. Hudbay has granted Silver Wheaton a right of first refusal on any future streaming agreement, royalty agreement, or similar transaction related to the production of silver or gold from Constancia.

As at June 30, 2016, approximately 1.4 million ounces of cumulative payable silver ounces have been produced by the Other silver interests but not yet delivered to the Company, representing an increase of 0.2 million payable silver ounces during the three month period ended June 30, 2016.1

As at June 30, 2016, the Company has received approximately 67.3 million ounces of silver under these agreements, generating cumulative operating cash flows of approximately $1,158 million.

As at December 31, 20152, unless otherwise noted, the Company's share of proven and probable silver reserves relative to these Other silver interests was 478.7 million ounces, measured and indicated silver resources was 483.6 million ounces and inferred silver resources was 148.6 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Gold Interests
Salobo

On February 28, 2013, the Company entered into an agreement to acquire from Vale an amount of gold equal to 25% of the life of mine gold production from its currently producing Salobo mine, located in Brazil.  On March 2, 2015, the Company agreed to amend the agreement to include an additional amount of gold equal to 25% of the life of mine gold production from Salobo, increasing the gold stream from 25% to 50% of the life of mine gold production from Salobo.

On August 2, 2016, the Company announced that it had agreed to make a second amendment to the agreement with Vale to acquire an additional amount of gold equal to 25% of the life of mine gold production, with the Company being entitled to the additional attributable gold production for which an off-taker payment is received after July 1, 2016. With this amendment, the Company increased the gold stream from 50% to 75% of the life of mine gold production from Salobo.

Under the amended agreement, the Company will pay Vale cash consideration of $800 million for the increased gold stream and will amend the 10 million Silver Wheaton common share purchase warrants previously issued to Vale in connection with the Sudbury precious metal purchase agreement which expire on February 28, 2023 to reduce the strike price from $65 to $43.75 per common share. In addition, the Company is required to make ongoing payments of the lesser of $400 per ounce of gold (subject to a 1% annual inflation adjustment now commencing in 2019 on the entire 75% stream) for the full 75% of gold production or the prevailing market price per ounce of gold delivered.

As reported by Vale, the Salobo mine is in the process of ramping up mill throughput from 12 million tonnes per annum ("Mtpa") to 24 Mtpa, with the potential to further increase throughput beyond 24 Mtpa. Under the terms of the amended agreement, if the expansion to 24 Mtpa is not completed by December 31, 2016, the Company continues to be entitled to a gross up (a temporary increased percentage of gold production) based on the pro rata achievement of the target production. Extensive mineral reserves and exploration potential suggest that an even greater throughput expansion potential exists.



1 Payable silver and gold ounces produced but not yet delivered are based on management estimates, and may be updated in future periods as additional information is received.
2 Mineral reserves and mineral resources are reported as of December 31, 2015, other than as disclosed in footnote 6 to the Attributable Reserves and Resources tables on page 36 of this MD&A.

SILVER WHEATON 2016 SECOND QUARTER REPORT [8]




If throughput capacity is expanded within a predetermined period, and depending on the grade of material processed, the Company will be required to make an additional payment to Vale, relative to the 75% stream, based on a set fee schedule ranging from $113 million if throughput is expanded beyond 28 Mtpa by January 1, 2036, to up to $953 million if throughput is expanded beyond 40 Mtpa by January 1, 2021. There will be no additional deposit due if the expansion does not occur until after January 1, 2036. Any further future increase in mill throughput at the Salobo mine is expected to allow the Company to enhance its production growth profile and benefit from any future exploration successes at the Salobo mine.

As at June 30, 2016, approximately 5,100 cumulative payable ounces of gold have been produced at Salobo but not yet delivered to the Company, representing a decrease of 11,400 payable gold ounces during the three month period ended June 30, 2016.1

As of June 30, 2016, the Company has received approximately 250,000 ounces of gold related to the Salobo mine under the agreement, generating cumulative operating cash flows of approximately $200 million. As at December 31, 2015, the Company's 75% share of the Salobo proven and probable gold reserves was 9.8 million ounces, measured and indicated gold resources was 2.2 million ounces and inferred gold resources was 1.1 million ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Sudbury

On February 28, 2013, the Company entered into an agreement to acquire from Vale an amount of gold equal to 70% of the gold production from certain of its currently producing Sudbury mines located in Canada, including the Coleman mine, Copper Cliff mine, Garson mine, Stobie mine, Creighton mine, Totten mine and the Victor project (the "Sudbury mines") for a period of 20 years.
As at June 30, 2016, approximately 16,000 cumulative payable ounces of gold have been produced at Sudbury but not yet delivered to the Company, representing an increase of 2,300 payable gold ounces during the three month period ended June 30, 2016.1

As of June 30, 2016, the Company has received approximately 101,600 ounces of gold related to the Sudbury mines under the agreement, generating cumulative operating cash flows of approximately $85 million. As at December 31, 2015, the Company's 70% share of the Sudbury mines proven and probable gold reserves was 660,000 ounces, measured and indicated gold resources was 120,000 ounces and inferred gold resources was 200,000 ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Other Gold Interests

Other gold interests consist of the following:

i. As part of the Silverstone Acquisition, the Company acquired a precious metal purchase agreement with Capstone to acquire 100% of the first 30,000 ounces of gold produced per annum from Capstone's Minto mine and 50% thereafter;

ii. On August 8, 2012, the Company entered into an agreement with Hudbay to acquire an amount equal to 100% of the life of mine gold production from its 777 mine.  Silver Wheaton's share of gold production at 777 will remain at 100% until the later of the end of 2016 or the satisfaction of a completion test relating to Hudbay's Constancia mine (see Other silver interests xiii, above), after which it will be reduced to 50% for the remainder of the mine life; and

iii. On November 4, 2013, the Company amended its Constancia Precious Metal Purchase Agreement to include the acquisition of an amount equal to 50%2 of the life of mine gold production from Constancia. Should there be a delay in achieving completion or mining the Pampacancha deposit beyond the end of 2018, Silver Wheaton would be entitled to additional compensation in respect of the gold stream.

As at June 30, 2016, approximately 7,300 cumulative payable ounces of gold have been produced at the Other gold interests but not yet delivered to the Company, representing an increase of 4,000 payable gold ounces during the three month period ended June 30, 2016.1



1    Payable silver and gold ounces produced but not yet delivered are based on management estimates, and may be updated in future periods as additional information is received.
2    Gold recoveries will be set at 55% for the Constancia deposit and 70% for the Pampacancha deposit until 265,000 ounces of gold have been delivered to the Company. 

SILVER WHEATON 2016 SECOND QUARTER REPORT [9]




As at June 30, 2016, the Company has received approximately 351,000 ounces of gold under these agreements, generating cumulative operating cash flows of approximately $342 million. As at December 31, 20151, unless otherwise noted, the Company's share of proven and probable gold reserves relative to these Other gold interests was 900,000 ounces, measured and indicated gold resources was 690,000 ounces and inferred gold resources was 320,000 ounces (as described in the Attributable Reserves and Resources section of this MD&A).

Early Deposit Silver and Gold Interests

The Company has entered into two early deposit precious metal purchase agreements relative to early stage development projects whereby Silver Wheaton can choose not to proceed with the agreement once certain documentation has been received including, but not limited to, feasibility studies, environmental studies and impact assessment studies. Once Silver Wheaton has elected to proceed with the agreement, the carrying value of the stream will be transferred to Silver and Gold Interests.

Early deposit silver and gold interests consist of the following:

i. On November 11, 2013, the Company entered into an agreement (amended on April 22, 2015) to acquire from Sandspring Resources Ltd. ("Sandspring") an amount of silver and gold equal to 50% of the silver production and 10% of the gold production from its Toroparu project ("Toroparu"), located in the Republic of Guyana, South America, for the life of mine (the "Toroparu Early Deposit Agreement"). Under the Toroparu Early Deposit Agreement, Silver Wheaton agreed to pay Sandspring a total upfront cash consideration of $154 million, of which $16 million has been paid to date, with the additional $138 million payable on an installment basis to partially fund construction of the mine once certain conditions have been satisfied.

Following the delivery of certain feasibility documentation or after December 31, 2016 if the feasibility documentation has not been delivered to Silver Wheaton by such date, Silver Wheaton may elect not to proceed with the agreement or not pay the balance of the upfront consideration and reduce the gold stream percentage from 10% to 0.909% and the silver stream percentage from 50% to nil. If Silver Wheaton elects to terminate, Silver Wheaton will be entitled to a return of the amounts advanced less $2 million which is non-refundable on the occurrence of certain events. If Silver Wheaton elects to reduce the streams, Sandspring may return the amount of the deposit already advanced less $2 million to Silver Wheaton and terminate the agreement.

ii. On March 21, 2016, the Company announced that it had entered into the Cotabambas Early Deposit Agreement to acquire from Panoro Minerals Ltd. ("Panoro") an amount of silver and gold equal to 100% of the silver production and 25% of the gold production from its Cotabambas project located in Peru until 90 million silver equivalent ounces attributable to the Company have been produced, at which point the stream will decrease to 66.67% of silver production and 16.67% of gold production for the life of mine. Under the terms of the agreement, Silver Wheaton will pay a total upfront cash consideration of $140 million, of which $2 million has been paid to date, $12 million is payable on an installment basis spread out over a period of up to nine years (subject to certain conditions), with the remainder to be payable on an installment basis to partially fund construction of the mine once certain conditions have been satisfied. In addition, Silver Wheaton will make ongoing payments of the lesser of $5.90 per ounce of silver and $450 per ounce of gold (both subject to an inflationary adjustment of 1% beginning in the fourth year after the completion test is satisfied) or the prevailing market price per ounce of silver and gold delivered.

Following the delivery of certain feasibility documentation, the Company may elect to terminate the Cotabambas Early Deposit Agreement. If the Company elects to terminate, the Company will be entitled to a return of the portion of the $14 million paid less $2 million, with this repayment being due upon certain triggering events occurring. Until January 1, 2020, Panoro has a one-time option to repurchase 50% of the precious metal stream on a change of control for an amount based on a calculated rate of return for the Company.



 

1  Mineral reserves and mineral resources are reported as of December 31, 2015, other than as disclosed in footnote 6 to the Attributable Reserves and Resources tables on page 36 of this MD&A.
 

SILVER WHEATON 2016 SECOND QUARTER REPORT [10]




General

As at December 31, 20151, unless otherwise noted, these early deposit silver and gold interests had proven and probable reserves of 410,000 ounces of gold, measured and indicated resources of 13.5 million ounces of silver and 450,000 ounces of gold and inferred resources of 45.5 million ounces of silver and 1,150,000 ounces of gold (as described in the Attributable Reserves and Resources section of this MD&A).

Royalty Agreement

On August 7, 2014, the Company purchased a 1.5% net smelter return royalty interest (the "Royalty") in the Metates properties from Chesapeake Gold Corp. ("Chesapeake") for the life of mine. Under the terms of the agreement, the Company paid total upfront cash consideration of $9 million and at any time prior to August 7, 2019, Chesapeake may reacquire two-thirds (⅔) of the Royalty, or 1%, for the sum of $9 million. The Company also has a right of first refusal on any silver streaming, royalty or any other transaction on the Metates properties.

To date, no revenue has been recognized and no depletion has been taken with respect to this royalty agreement.
 
 
 
 
 
 
 
 
 
 
 




1 Mineral reserves and mineral resources are reported as of December 31, 2015, other than as disclosed in footnote 6 to the Attributable Reserves and Resources tables on page 36 of this MD&A.

SILVER WHEATON 2016 SECOND QUARTER REPORT [11]




Summary of Ounces Produced and Sold


 
2016
2015
2014
 
 
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Silver ounces produced 2
 
 
           
San Dimas 3
           1,596
           923
         2,317
         1,418
        1,786
        1,928
        1,744
        1,290
Yauliyacu
              686
           657
            749
           696
           696
           576
           687
           875
Peñasquito
              867
        1,352
         1,766
       2,092
        1,932
        1,447
        1,582
        1,630
Antamina
           1,707
        2,021
        2,403
                 -
                 -
                 -
                 -
                 -
Other 4
          2,725
       2,568
        3,049
       2,684
       2,787
        2,391
        2,391
       2,300
Total silver ounces produced
           7,581
        7,521
       10,284
       6,890
        7,201
       6,342
       6,404
       6,095
Gold ounces produced ²
 
 
           
Sudbury 5
         14,893
       7,895
       13,678
       7,300
        8,195
       8,666
       9,924
       12,196
Salobo
        35,627
      37,871
      37,680
     32,954
     27,805
      27,185
      12,253
       10,415
Other 6
         19,729
      14,824
       19,293
      15,592
      14,082
      17,809
      13,925
      19,064
Total gold ounces produced
        70,249
     60,590
       70,651
     55,846
     50,082
     53,660
      36,102
      41,675
SEOs produced 7
         12,799
      12,337
       15,573
       11,092
      10,874
      10,269
       9,078
        8,881
GEOs produced 7
       171,290
     155,110
   208,068
    147,178
   149,073
    140,617
   124,056
   135,533
Silver ounces sold
 
 
           
San Dimas 3
           1,426
        1,345
        2,097
        2,014
        1,265
         1,901
        1,555
        1,295
Yauliyacu
              578
           603
            987
           428
           809
           320
            761
        1,373
Peñasquito
              886
           949
        2,086
       2,053
        1,420
        1,573
        1,640
        1,662
Antamina
          2,202
        1,879
         1,340
                 -
                 -
                 -
                 -
                 -
Other 4
          2,050
       2,776
         2,241
       2,080
        2,081
         1,871
        1,777
        1,969
Total silver ounces sold
           7,142
       7,552
         8,751
       6,575
       5,575
       5,665
       5,733
       6,299
Gold ounces sold
 
 
           
Sudbury 5
           11,351
       9,007
        6,256
       6,674
       12,518
       8,033
        11,251
       5,566
Salobo
        45,396
     35,366
       44,491
      21,957
      32,156
       9,794
      14,270
        7,180
Other 6
          14,010
     20,885
        14,152
      19,446
      16,300
      10,572
      12,383
     23,972
Total gold ounces sold
        70,757
     65,258
      64,899
     48,077
     60,974
     28,399
     37,904
      36,718
SEOs sold 7
           12,451
       12,745
       13,607
        10,201
      10,010
    7,737
       8,493
        8,683
GEOs sold 7
         165,945
       160,180
         181,838
       135,243
      137,591
         106,071
        116,654
        133,714
Cumulative payable silver ounces produced but not yet delivered 8
          2,634
       3,050
         3,813
       3,290
       3,742
       2,873
       2,876
        2,914
Cumulative payable gold ounces produced but not yet delivered 8
        28,477
     33,637
        41,401
     40,632
     35,604
      49,951
     27,649
      31,485

1) All figures in thousands except gold ounces produced and sold.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) The ounces produced and sold include ounces received from Goldcorp in connection with Goldcorp's four year commitment, commencing August 6, 2010, to deliver to Silver Wheaton 1.5 million ounces of silver per annum resulting from their sale of San Dimas to Primero.
4) Comprised of the Los Filos, Zinkgruvan, Stratoni, Minto, Cozamin, Neves-Corvo, Aljustrel, Keno Hill, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the previously owned Campo Morado and Mineral Park silver interests.
5) Comprised of the Coleman, Copper Cliff, Garson, Stobie, Creighton and Totten gold interests.
6) Comprised of the Minto, 777 and Constancia gold interests.
7) Silver equivalent ounces (SEOs) and gold equivalent ounces (GEOs) are calculated by converting gold (in the case of SEOs) or silver (in the case of GEOs) using the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
8) Payable silver and gold ounces produced but not yet delivered are based on management estimates. These figures may be updated in future periods as additional information is received.

SILVER WHEATON 2016 SECOND QUARTER REPORT [12]




Quarterly Financial Review


 
2016
2015
2014
 
 
Q2
Q1
Q4
Q3
Q2
Q1
Q4
Q3
Total silver ounces sold (000's)
 
 
           7,142
 
 
            7,552
 
 
             8,751
 
 
            6,575
   
            5,575
   
            5,665
   
            5,733
   
            6,299
Average realized silver price 1
 
$
17.18
 
$
14.68
 
$
14.75
 
$
15.05
 
$
16.42
 
$
16.95
 
$
16.46
 
$
18.98
Silver sales (000's)
 
$
122,711
 
$
110,847
 
$
129,087
 
$
98,926
 
$
91,552
 
$
96,012
 
$
94,395
 
$
119,535
Total gold ounces sold
 
 
       70,757
 
 
         65,258
 
 
         64,899
 
 
         48,077
   
         60,974
   
         28,399
   
         37,904
   
          36,718
Average realized gold price 1
 
$
1,267
 
$
1,175
 
$
1,100
 
$
1,130
 
$
1,195
 
$
1,214
 
$
1,213
 
$
1,261
Gold sales (000's)
 
$
89,640
 
$
76,664
 
$
71,409
 
$
54,325
 
$
72,883
 
$
34,492
 
$
45,980
 
$
46,317
Total sales (000's)
 
$
212,351
 
$
187,511
 
$
200,496
 
$
153,251
 
$
164,435
 
$
130,504
 
$
140,375
 
$
165,852
Average cash cost,
silver 1, 2
 
$
4.46
 
$
4.14
 
$
4.06
 
$
4.26
 
$
4.26
 
$
4.14
 
$
4.13
 
$
4.16
Average cash cost,
gold 1, 2
 
$
401
 
$
389
 
$
396
 
$
389
 
$
395
 
$
388
 
$
391
 
$
378
Average depletion,
silver 1
 
$
5.49
 
$
5.12
 
$
4.17
 
$
2.97
 
$
3.51
 
$
2.65
 
$
3.00
 
$
3.57
Average depletion,
gold 1
 
$
507
 
$
501
 
$
485
 
$
535
 
$
554
 
$
600
 
$
625
 
$
590
Net earnings (loss) (000's)
 
$
60,306
 
$
40,979
 
$
(169,263)
 
$
(95,925)
 
$
53,726
 
$
49,419
 
$
52,030
 
$
4,496
Add back - impairment loss (net of tax)
 
 
 -
 
 
 -
 
 
226,673
 
 
145,726
 
 
 -
 
 
 -
 
 
 -
 
 
68,151
Adjusted net earnings 3 (000's)
 
$
60,306
 
$
40,979
 
$
57,410
 
$
49,801
 
$
53,726
 
$
49,419
 
$
52,030
 
$
72,647
Earnings (loss) per share
 
 
 
 
 
 
 
 
 
 
 
 
                       
Basic
 
$
0.14
 
$
0.10
 
$
(0.42)
 
$
(0.24)
 
$
0.13
 
$
0.13
 
$
0.14
 
$
0.01
Diluted
 
$
0.14
 
$
0.10
 
$
(0.42)
 
$
(0.24)
 
$
0.13
 
$
0.13
 
$
0.14
 
$
0.01
Adjusted earnings per
share 3
 
 
 
 
 
 
 
 
 
 
 
 
                       
Basic
 
$
0.14
 
$
0.10
 
$
0.14
 
$
0.12
 
$
0.13
 
$
0.13
 
$
0.14
 
$
0.20
Diluted
 
$
0.14
 
$
0.10
 
$
0.14
 
$
0.12
 
$
0.13
 
$
0.13
 
$
0.14
 
$
0.20
Cash flow from operations (000's)
 
$
134,267
 
$
113,754
 
$
133,389
 
$
99,547
 
$
109,292
 
$
89,131
 
$
94,120
 
$
120,379
Cash flow from operations per share 4
 
 
 
 
 
 
 
 
 
 
 
 
                       
Basic
 
$
0.31
 
$
0.28
 
$
0.33
 
$
0.25
 
$
0.27
 
$
0.24
 
$
0.26
 
$
0.34
Diluted
 
$
0.31
 
$
0.28
 
$
0.33
 
$
0.25
 
$
0.27
 
$
0.24
 
$
0.26
 
$
0.34
Dividends
 
 
 
 
 
 
 
 
 
 
 
 
                       
Dividends declared (000's)
 
$
22,000
 
$
20,088 5
 
$
20,192
 
$
20,214
 
$
20,205
 
$
20,198 6
 
$
21,861
 
$
21,484
Dividends declared per share
 
$
0.05
 
$
0.05
 
$
0.05
 
$
0.05
 
$
0.05
 
$
0.05
 
$
0.06
 
$
0.06
Total assets (000's)
 
$
5,561,209
 
$
5,563,144
 
$
5,632,211
 
$
5,009,177
 
$
5,203,371
 
$
5,268,074
 
$
4,647,763
 
$
4,618,131
Total liabilities (000's)
 
$
721,982
 
$
1,406,757
 
$
1,481,476
 
$
666,356
 
$
735,672
 
$
840,578
 
$
1,019,027
 
$
1,017,815
Total shareholders' equity (000's)
 
$
4,839,227
 
$
4,156,387
 
$
4,150,735
 
$
4,342,821
 
$
4,467,699
 
$
4,427,496
 
$
3,628,736
 
$
3,600,316

1) Expressed as United States dollars per ounce.
2) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A.
3) Refer to discussion on non-IFRS measure (i) on page 22 of this MD&A
4) Refer to discussion on non-IFRS measure (ii) on page 22 of this MD&A.
5) On March 16, 2016, the Company declared dividends of $0.05 per common share for total dividends of $20 million, which was paid on April 14, 2016.
6) On March 18, 2015, the Company declared dividends of $0.05 per common share for total dividends of $20 million, which was paid on April 14, 2015.

Changes in sales, net earnings and cash flow from operations from quarter to quarter are affected primarily by fluctuations in production at the mines, the timing of shipments, changes in the price of silver or gold, the commencement of operations of mines under construction, as well as acquisitions of precious metal purchase agreements and any related capital raising activities.

SILVER WHEATON 2016 SECOND QUARTER REPORT [13]




Results of Operations and Operational Review

The Company currently has eight reportable operating segments: the silver produced by the San Dimas, Yauliyacu, Peñasquito and Antamina mines, the gold produced by the Sudbury and Salobo mines, the silver and gold produced by the Other mines and corporate operations.




Three Months Ended June 30, 2016
 
Ounces
Produced 2
Ounces
Sold
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce) 3
Average
Depletion
($'s Per
Ounce)
Sales
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
Silver
                                       
San Dimas
1,596
1,426
$
17.49
$
4.24
$
1.11
$
24,945
$
17,321
$
-
$
17,321
$
18,898
$
143,490
Yauliyacu
686
578
 
16.94
 
8.74
 
5.78
 
9,792
 
1,400
 
-
 
1,400
 
4,740
 
158,454
Peñasquito
867
886
 
16.11
 
4.09
 
3.05
 
14,272
 
7,945
 
-
 
7,945
 
10,649
 
425,247
Antamina
1,707
2,202
 
16.96
 
3.42
 
9.94
 
37,344
 
7,934
 
-
 
7,934
 
29,818
 
846,474
Other 4
2,725
2,050
 
17.74
 
4.69
 
4.73
 
36,358
 
17,044
 
-
 
17,044
 
26,013
 
935,190
Total silver
7,581
7,142
$
17.18
$
4.46
$
5.49
$
122,711
$
51,644
$
-
$
51,644
$
90,118
$
2,508,855
Gold
                                       
Sudbury 5
14,893
11,351
$
1,258
$
400
$
787
$
14,280
$
806
$
-
$
806
$
9,636
$
490,227
Salobo
35,627
45,396
 
1,263
 
400
 
423
 
57,357
 
19,985
 
-
 
19,985
 
39,198
 
2,122,575
Other 6
19,729
14,010
 
1,285
 
403
 
551
 
18,003
 
4,634
 
-
 
4,634
 
11,874
 
201,391
Total gold
70,249
70,757
$
1,267
$
401
$
507
$
89,640
$
25,425
$
-
$
25,425
$
60,708
$
2,814,193
Operating results
 
 
 
 
 
 
 
$
212,351
$
77,069
$
-
$
77,069
$
150,826
$
5,323,048
Corporate costs
                                   
General and administrative
                     
$
(9,959)
$
(9,959)
       
Other
 
 
 
 
 
 
 
 
 
 
 
 
(6,804)
 
(6,804)
 
 
 
 
Total corporate costs
 
 
 
 
 
 
 
 
 
 
$
(16,763)
$
(16,763)
$
(16,559)
$
238,161
 
 
 
 
 
 
 
 
 
$
212,351
$
77,069
$
(16,763)
$
60,306
$
134,267
$
5,561,209

1) All figures in thousands except gold ounces produced and sold and per ounce amounts.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A.
4) Comprised of the operating Los Filos, Zinkgruvan, Stratoni, Minto, Cozamin, Neves-Corvo, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
5) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Creighton and Totten gold interests in addition to the non-operating Victor gold interest.
6) Comprised of the operating Minto, 777 and Constancia gold interests in addition to the non-operating Rosemont gold interest.

On a silver equivalent and gold equivalent basis, results for the Company for the three months ended June 30, 2016 were as follows:

Three Months Ended June 30, 2016
 
Silver / Gold
Ratio 1
Ounces
Produced 2, 3
Ounces
Sold 3
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce) 4
Cash
Operating
Margin 5
($'s Per Ounce)
Average
Depletion
($'s Per
Ounce)
Gross Margin
($'s Per
Ounce)
                 
Silver equivalent basis
75.0
12,852
12,451
 $   17.06
 $   4.84
 $   12.22
 $   6.03
 $   6.19
Gold equivalent basis
75.0
171,290
165,945
 $    1,280
 $    363
 $    917
 $    452
 $    465

1) The silver / gold ratio is the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Silver ounces produced and sold in thousands.
4) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A
5) Refer to discussion on non-IFRS measure (iv) on page 24 of this MD&A

SILVER WHEATON 2016 SECOND QUARTER REPORT [14]





Three Months Ended June 30, 2015
 
Ounces
Produced 2
Ounces
Sold
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce) 3
Average
Depletion
($'s Per
Ounce)
Sales
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
Silver
                                       
San Dimas
1,786
1,265
$
16.42
$
4.20
$
0.88
$
20,762
$
14,339
$
-
$
14,339
$
15,451
$
150,169
Yauliyacu
696
809
 
16.44
 
4.20
 
6.43
 
13,296
 
4,693
 
-
 
4,693
 
9,898
 
180,214
Peñasquito
1,932
1,420
 
16.83
 
4.07
 
2.85
 
23,896
 
14,077
 
-
 
14,077
 
18,118
 
442,626
Other 4
2,787
2,081
 
16.15
 
4.44
 
4.42
 
33,598
 
15,174
 
-
 
15,174
 
24,599
 
1,154,126
 
7,201
5,575
$
16.42
$
4.26
$
3.51
$
91,552
$
48,283
$
-
$
48,283
$
68,066
$
1,927,135
Gold
                                       
Sudbury 5
8,195
12,518
$
1,204
$
400
$
841
$
15,074
$
(466)
$
-
$
(466)
$
10,044
$
566,569
Salobo
27,805
32,156
 
1,193
 
400
 
420
 
38,360
 
11,999
 
-
 
11,999
 
25,498
 
2,184,649
Other 6
14,082
16,300
 
1,193
 
380
 
598
 
19,449
 
3,497
 
-
 
3,497
 
14,278
 
389,622
 
50,082
60,974
$
1,195
$
395
$
554
$
72,883
$
15,030
$
-
$
15,030
$
49,820
$
3,140,840
Operating results
 
 
 
 
 
 
 
$
164,435
$
63,313
$
-
$
63,313
$
117,886
$
5,067,975
Corporate costs
                                   
General and administrative
                     
$
(7,886)
$
(7,886)
       
Other
 
 
 
 
 
 
 
 
 
 
 
 
(1,701)
 
(1,701)
 
 
 
 
Total corporate costs
 
 
 
 
 
 
 
 
 
 
$
(9,587)
$
(9,587)
$
(8,594)
$
135,396
 
 
 
 
 
 
 
 
 
$
164,435
$
63,313
$
(9,587)
$
53,726
$
109,292
$
5,203,371

1) All figures in thousands except gold ounces produced and sold and per ounce amounts.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A.
4) Comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, Constancia and 777 silver interests in addition to the non-operating Rosemont, Keno Hill, Aljustrel, Loma de La Plata and Pascua-Lama silver interests.
5) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Totten and Creighton gold interests in addition to the non-operating Victor gold interest.
6) Comprised of the operating Minto, Constancia and 777 gold interests in addition to the non-operating Rosemont gold interest.

On a silver equivalent and gold equivalent basis, results for the Company for the three months ended June 30, 2015 were as follows:

Three Months Ended June 30, 2015
 
Silver / Gold
Ratio 1
Ounces
Produced 2, 3
Ounces
Sold 3
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce) 4
Cash
Operating
Margin 5
($'s Per Ounce)
Average
Depletion
($'s Per
Ounce)
Gross Margin
($'s Per
Ounce)
                 
Silver equivalent basis
72.8
10,845
10,010
 $   16.43
 $   4.77
 $   11.66
 $   5.33
 $   6.33
Gold equivalent basis
72.8
149,073
137,591
 $    1,195
 $    347
 $    848
 $    388
 $    460
1) The silver / gold ratio is the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Silver ounces produced and sold in thousands.
4) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A
5) Refer to discussion on non-IFRS measure (iv) on page 24 of this MD&A


SILVER WHEATON 2016 SECOND QUARTER REPORT [15]




For the three months ended June 30, 2016, attributable silver production was 7.6 million ounces relative to 7.2 million ounces for the comparable period in 2015, with the 0.4 million ounce increase being primarily attributable to the following factors:

· 1.7 million ounce increase related to the recently acquired silver stream at the Antamina mine; partially offset by
 
·
1.1 million ounce (55%) decrease related to the Peñasquito mine which, as per Goldcorp's Q2-2016 MD&A, was primarily due to planned lower ore grades and recovery from the upper transitional ore and low grade stockpiles in 2016 compared to 2015, when ore was being sourced from the heart of the deposit in addition to lower throughput due to a planned shutdown of 10 days in Q2-2016 for maintenance, and a longer than anticipated period to ramp the plant up to full production due to a variety of restart issues.

For the three months ended June 30, 2016, attributable gold production was 70,200 ounces relative to 50,100 ounces for the comparable period in 2015, with the 20,200 ounce increase being primarily attributable to the following factors:

· 7,800 gold ounce (28%) increase related to the Salobo mine, due primarily to higher grades and recoveries;
 
·
6,700 gold ounce (82%) increase related to the Sudbury mine, due primarily to higher grades and associated mill recoveries at the Coleman, Copper Cliff, and Totten mines; and
 
· 5,600 gold ounce (40%) increase related to gold production at the Other mines, due primarily to higher throughput and grades at Minto coupled with higher throughput and recoveries at 777.

For the three months ended June 30, 2016, the net earnings and cash flow from operations were $60 million and $134 million, respectively, relative to $54 million and $109 million for the comparable period in 2015, with the $6 million increase in net earnings being primarily attributable to the following factors:

· $4 million increase related to an 8% increase in payable silver ounces produced; and

· $5 million increase related to a 41% increase in payable gold ounces produced; and 

· $3 million decrease related to the composition of mines from which silver is produced; and

· $10 million increase as a result of the timing of shipments of stockpiled concentrate and doré, primarily attributable to the following factors:

i. $4 million increase relating to the Antamina mine;

ii. $4 million increase relating to the San Dimas mine; and

iii. $4 million increase relating to the Peñasquito mine; partially offset by

iv. $4 million decrease relating to gold production at the Other gold mines, primarily related to the Minto mine;

·
$1 million decrease due to a reduction in the operating margin per ounce, due primarily to a 57% increase in depletion per silver ounce sold resulting from the addition of the Antamina silver interest which has a higher depletion rate as compared to silver interests acquired previously, partially offset by a 5% increase in the average realized selling price per silver ounce sold and a 6% increase in the average realized selling price per gold ounce sold; and

· $7 million decrease as a result of an increase in corporate costs as explained in the Corporate Costs section of this MD&A ($8 million decrease from a cash flow perspective).



SILVER WHEATON 2016 SECOND QUARTER REPORT [16]





Six Months Ended June 30, 2016
 
Ounces
Produced2
Ounces
Sold
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce)3
Average
Depletion
($'s Per
Ounce)
Sales
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
Silver
                                       
San Dimas
2,519
2,771
$
16.21
$
4.24
$
1.11
$
44,918
$
30,103
$
-
$
30,103
$
33,167
$
143,490
Yauliyacu
1,343
1,181
 
15.94
 
7.02
 
5.78
 
18,829
 
3,704
 
-
 
3,704
 
10,532
 
158,454
Peñasquito
2,219
1,835
 
15.21
 
4.09
 
3.05
 
27,904
 
14,800
 
-
 
14,800
 
20,400
 
425,247
Antamina
3,728
4,081
 
15.81
 
3.21
 
9.94
 
64,538
 
10,861
 
-
 
10,861
 
51,421
 
846,474
Other 4
5,293
4,826
 
16.03
 
4.65
 
4.52
 
77,370
 
33,107
 
-
 
33,107
 
53,756
 
935,190
 
15,102
14,694
$
15.89
$
4.30
$
5.30
$
233,559
$
92,575
$
-
$
92,575
$
169,276
$
2,508,855
Gold
                                       
Sudbury 5
22,788
20,358
$
1,221
$
400
$
787
$
24,853
$
687
$
-
$
687
$
16,710
$
490,227
Salobo
73,498
80,762
 
1,218
 
400
 
423
 
98,374
 
31,887
 
-
 
31,887
 
66,069
 
2,122,575
Other 6
34,553
34,895
 
1,234
 
380
 
526
 
43,076
 
11,451
 
-
 
11,451
 
29,935
 
201,391
 
130,839
136,015
$
1,223
$
395
$
504
$
166,303
$
44,025
$
-
$
44,025
$
112,714
$
2,814,193
Operating results
 
 
 
 
 
 
 
$
399,862
$
136,600
$
-
$
136,600
$
281,990
$
5,323,048
Corporate costs
                                   
General and administrative
                     
$
(20,803)
$
(20,803)
       
Other
 
 
 
 
 
 
 
 
 
 
 
 
(14,512)
 
(14,512)
 
 
 
 
Total corporate costs
 
 
 
 
 
 
 
 
 
 
$
(35,315)
$
(35,315)
$
(33,969)
$
238,161
 
 
 
 
 
 
 
 
 
$
399,862
$
136,600
$
(35,315)
$
101,285
$
248,021
$
5,561,209

1) All figures in thousands except gold ounces produced and sold and per ounce amounts.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A.
4) Comprised of the operating Los Filos, Zinkgruvan, Stratoni, Minto, Cozamin, Neves-Corvo, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
5) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Creighton and Totten gold interests in addition to the non-operating Victor gold interest.
6) Comprised of the operating Minto, 777 and Constancia gold interests in addition to the non-operating Rosemont gold interest.

On a silver equivalent and gold equivalent basis, results for the Company for the six months ended June 30, 2016 were as follows:


Six Months Ended June 30, 2016
 
Silver / Gold
Ratio 1
Ounces
Produced 2, 3
Ounces
Sold 3
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce) 4
Cash
Operating
Margin 5
($'s Per Ounce)
Average
Depletion
($'s Per
Ounce)
Gross Margin
($'s Per
Ounce)
                 
Silver equivalent basis
75.8
25,023
25,008
 $   15.99
 $   4.67
 $   11.32
 $   5.85
 $   5.47
Gold equivalent basis
75.8
330,000
329,807
 $    1,212
 $    354
 $    858
 $    444
 $    414
1) The silver / gold ratio is the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Silver ounces produced and sold in thousands.
4) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A
5) Refer to discussion on non-IFRS measure (iv) on page 24 of this MD&A


SILVER WHEATON 2016 SECOND QUARTER REPORT [17]






Six Months Ended June 30, 2015
 
Ounces
Produced2
Ounces
Sold
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce)3
Average
Depletion
($'s Per
Ounce)
Sales
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
Silver
                                       
San Dimas
3,714
3,166
$
16.68
$
4.20
$
0.88
$
52,815
$
36,737
$
-
$
36,737
$
39,520
$
150,169
Yauliyacu
1,272
1,129
 
16.46
 
4.19
 
6.43
 
18,585
 
6,592
 
-
 
6,592
 
13,856
 
180,214
Peñasquito
3,379
2,993
 
17.01
 
4.07
 
2.85
 
50,906
 
30,206
 
-
 
30,206
 
38,725
 
442,626
Other 4
5,178
3,952
 
16.51
 
4.29
 
4.04
 
65,258
 
32,313
 
-
 
32,313
 
48,932
 
1,154,126
 
13,543
11,240
$
16.69
$
4.20
$
3.07
$
187,564
$
105,848
$
-
$
105,848
$
141,033
$
1,927,135
Gold
                                       
Sudbury 5
16,861
20,551
$
1,205
$
400
$
841
$
24,756
$
(758)
$
-
$
(758)
$
16,097
$
566,569
Salobo
54,990
41,950
 
1,203
 
400
 
420
 
50,456
 
16,066
 
-
 
16,066
 
33,676
 
2,184,649
Other 6
31,891
26,872
 
1,197
 
375
 
593
 
32,163
 
6,152
 
-
 
6,152
 
23,370
 
389,622
 
103,742
89,373
$
1,201
$
393
$
569
$
107,375
$
21,460
$
-
$
21,460
$
73,143
$
3,140,840
Operating results
 
 
 
 
 
 
 
$
294,939
$
127,308
$
-
$
127,308
$
214,176
$
5,067,975
Corporate costs
                                   
General and administrative
                     
$
(16,056)
$
(16,056)
       
Other
 
 
 
 
 
 
 
 
 
 
 
 
(8,107)
 
(8,107)
 
 
 
 
Total corporate costs
 
 
 
 
 
 
 
 
 
 
$
(24,163)
$
(24,163)
$
(15,753)
$
135,396
 
 
 
 
 
 
 
 
 
$
294,939
$
127,308
$
(24,163)
$
103,145
$
198,423
$
5,203,371

1) All figures in thousands except gold ounces produced and sold and per ounce amounts.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A.
4) Comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, Constancia and 777 silver interests in addition to the non-operating Rosemont, Keno Hill, Aljustrel, Loma de La Plata and Pascua-Lama silver interests.
5) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Totten and Creighton gold interests in addition to the non-operating Victor gold interest.
6) Comprised of the operating Minto, Constancia and 777 gold interests in addition to the non-operating Rosemont gold interest.

On a silver equivalent and gold equivalent basis, results for the Company for the six months ended June 30, 2015 were as follows:


Six Months Ended June 30, 2015
 
Silver / Gold
Ratio 1
Ounces
Produced 2, 3
Ounces
Sold 3
Average
Realized
Price
($'s Per Ounce)
Average
Cash Cost
($'s Per
Ounce) 4
Cash
Operating
Margin 5
($'s Per Ounce)
Average
Depletion
($'s Per
Ounce)
Gross Margin
($'s Per
Ounce)
                 
Silver equivalent basis
74.0
21,217
17,849
 $   16.52
 $   4.61
 $   11.91
 $   4.78
 $   7.13
Gold equivalent basis
74.0
286,900
241,361
 $    1,222
 $    341
 $    881
 $    354
 $    527
1) The silver / gold ratio is the ratio of the average price of silver to the average price of gold per the London Bullion Metal Exchange during the period.
2) Ounces produced represent the quantity of silver and gold contained in concentrate or doré prior to smelting or refining deductions. Production figures are based on information provided by the operators of the mining operations to which the silver or gold interests relate or management estimates in those situations where other information is not available. Certain production figures may be updated in future periods as additional information is received.
3) Silver ounces produced and sold in thousands.
4) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A
5) Refer to discussion on non-IFRS measure (iv) on page 24 of this MD&A



SILVER WHEATON 2016 SECOND QUARTER REPORT [18]




For the six months ended June 30, 2016, attributable silver production was 15.1 million ounces, relative to 13.5 million ounces for the comparable period in 2015, with the 1.6 million ounce increase being primarily attributable to the following factors:

· 3.7 million ounce increase related to the recently acquired silver stream at the Antamina mine; partially offset by

·
1.2 million ounce (32%) decrease related to the San Dimas mine, which, as per Primero's Q2-2016 MD&A, was primarily the result of lower throughput rates and lower head grades due to the lack of availability of high-grade stopes mainly as a result of lower development in the first quarter of 2016 and ventilation and mine services issues; and

· 1.2 million ounce (34%) decrease related to the Peñasquito mine, due primarily to lower throughput and grades, as more fully explained on page 16 of this MD&A.

For the six months ended June 30, 2016, attributable gold production was 130,800 ounces, relative to 103,700 ounces for the comparable period in 2015, with the 27,100 ounce increase being primarily attributable to the following factors:

· 18,500 ounce (34%) increase related to the Salobo mine, primarily due to higher grades; and
 
· 5,900 ounce (35%) increase related to the Sudbury mine, primarily due to higher grades.

For the six months ended June 30, 2016, the net earnings and cash flow from operations were $101.3 million and $248 million, respectively, relative to $103 million and $198 million for the comparable period in 2015, with the $2 million decrease in net earnings being primarily attributable to the following factors:

· $15 million increase related to a 14% increase in payable silver ounces produced; and

· $6 million increase related to a 26% increase in payable gold ounces produced; and

· $7 million decrease related to the composition of mines from which silver is produced; and

· $2 million increase related to the composition of mines from which gold is produced; and

· $25 million increase as a result of the timing of shipments of stockpiled concentrate and doré, primarily attributable to the following factors:

i. $9 million increase relating to the San Dimas mine;

ii. $8 million increase relating to the Salobo mine;

iii. $3 million increase relating to the Antamina mine; and

iv. $4 million increase relating to the Other silver mines, primarily attributable to Zinkgruvan; and

· $33 million decrease due to a reduction in the operating margin per ounce, due primarily to a 72% increase in depletion per silver ounce sold resulting from the addition of the Antamina silver interest which has a higher depletion as compared to silver interests acquired previously coupled with a 5% decrease in the average realized selling price per silver ounce sold; and

· $11 million decrease as a result of an increase in corporate costs as explained in the Corporate Costs section of this MD&A ($18 million decrease from a cash flow perspective).



SILVER WHEATON 2016 SECOND QUARTER REPORT [19]




Corporate Costs

 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
2016
2015
2016
2015
 
General and administrative
 $          9,959
 $           7,886
 $        20,803
 $         16,056
Other
 
 
 
 
Other expense
 $          1,599
 $             992
 $          2,759
 $          2,916
Interest expense
4,590
798
11,522
2,298
Income tax expense (recovery)
615
(89)
231
2,893
Total other corporate costs
 $          6,804
 $          1,701
 $        14,512
 $          8,107
Total corporate costs
$        16,763
 $          9,587
 $        35,315
 $        24,163


General and Administrative

 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
2016
2015
2016
2015
Salaries and benefits
 
 
 
 
Salaries and benefits, excluding PSUs
 $          3,060
 $          2,953
 $          5,996
 $          5,921
PSUs
708
585
3,029
1,471
Total salaries and benefits
 $          3,768
 $          3,538
 $          9,025
 $          7,392
Depreciation
235
121
466
217
Charitable donations
220
405
907
1,051
Professional fees
2,164
384
3,253
665
Other
2,367
2,018
4,550
3,390
Cash settled general and administrative
 $          8,754
 $          6,466
 $       18,201
 $       12,715
Equity settled stock based compensation (a non-cash expense)
1,205
1,420
2,602
3,341
Total general and administrative
 $          9,959
 $          7,886
 $       20,803
 $       16,056

For the three and six months ended June 30, 2016, general and administrative expenses increased by $2 million and $5 million, respectively, relative to the comparable periods in the previous year, with the increase being primarily due to higher professional fees and, for the six month period only, higher costs associated with performance share units (PSU's).



SILVER WHEATON 2016 SECOND QUARTER REPORT [20]




Other Expense

 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
2016
2015
2016
2015
 
Dividend income
 $              (14)
 $              (23)
 $              (20)
 $              (80)
Interest income
(40)
(16)
(66)
(91)
Stand-by fees
1,005
897
1,430
1,684
Foreign exchange loss (gain)
52
(91)
588
(464)
Amortization of credit facility origination fees - undrawn facilities
214
225
321
474
Write off of credit facility origination fees upon the repayment of the NRT Loan
-
-
-
1,315
Other
382
-
506
78
Total other expense
 $          1,599
 $             992
 $          2,759
 $          2,916


Interest Costs

During the three months ended June 30, 2016, the Company incurred interest costs of $5 million at an effective interest rate of 2.21%, all of which was expensed.  During the three months ended June 30, 2015, the Company incurred interest costs of $3 million at an effective interest rate of 1.70%, of which $2 million was capitalized in relation to the Barrick silver interest, with the remainder being expensed.
During the six months ended June 30, 2016, the Company incurred interest costs of $12 million at an effective interest rate of 2.04%, all of which was expensed.  During the six months ended June 30, 2015, the Company incurred interest costs of $7 million at an effective interest rate of 1.75%, of which $5 million was capitalized in relation to the Barrick silver interest, with the remainder being expensed.

SILVER WHEATON 2016 SECOND QUARTER REPORT [21]




Non-IFRS Measures

Silver Wheaton has included, throughout this document, certain non-IFRS performance measures, including (i) adjusted net earnings and adjusted net earnings per share; (ii) operating cash flow per share (basic and diluted); (iii) average cash costs of silver and gold on a per ounce basis and; (iv) cash operating margin.

i. Adjusted net earnings and adjusted net earnings per share are calculated by removing the effects of the non-cash impairment charges. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, management and certain investors use this information to evaluate the Company's performance.

ii. Operating cash flow per share (basic and diluted) is calculated by dividing cash generated by operating activities by the weighted average number of shares outstanding (basic and diluted). The Company presents operating cash flow per share as management and certain investors use this information to evaluate the Company's performance in comparison to other companies in the precious metal mining industry who present results on a similar basis.

The following table provides a reconciliation of operating cash flow per share (basic and diluted).


 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands, except for per share amounts)
 
2016
 
2015
 
2016
 
2015
 
Cash generated by operating activities
 
$
134,267
 
$
109,292
 
$
248,021
 
$
198,423
Divided by:
 
 
 
     
 
 
 
     
Basic weighted average number of shares outstanding
 
 
436,726
   
404,138
 
 
419,838
   
387,464
Diluted weighted average number of shares outstanding
 
 
436,986
 
 
404,308
 
 
420,019
 
 
387,672
Equals:
 
 
 
     
 
 
 
     
Operating cash flow per share - basic
 
$
0.31
 
$
0.27
 
$
0.59
 
$
0.51
Operating cash flow per share - diluted
 
$
0.31
 
$
0.27
 
$
0.59
 
$
0.51


SILVER WHEATON 2016 SECOND QUARTER REPORT [22]




iii. Average cash cost of silver and gold on a per ounce basis is calculated by dividing the total cost of sales, less depletion, by the ounces sold. In the precious metal mining industry, this is a common performance measure but does not have any standardized meaning. In addition to conventional measures prepared in accordance with IFRS, management and certain investors use this information to evaluate the Company's performance and ability to generate cash flow.

The following table provides a reconciliation of average cash cost of silver and gold on a per ounce basis.


 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands, except for gold ounces sold and per ounce amounts)
 
2016
 
2015
 
2016
 
2015
 
Cost of sales
 
$
135,282
 
$
101,122
 
$
263,262
 
$
167,631
Less:  depletion
 
 
(75,074)
 
 
(53,327)
 
 
(146,417)
 
 
(85,372)
Cash cost of sales
 
$
60,208
 
$
47,795
 
$
116,845
 
$
82,259
Cash cost of sales is comprised of:
 
 
 
     
 
 
 
     
Total cash cost of silver sold
 
$
31,867
 
$
23,723
 
$
63,120
 
$
47,177
Total cash cost of gold sold
 
 
28,341
 
 
24,072
 
 
53,725
 
 
35,082
Total cash cost of sales
 
$
60,208
 
$
47,795
 
$
116,845
 
$
82,259
Divided by:
 
 
 
     
 
 
 
     
Total silver ounces sold
 
 
7,142
   
5,575
 
 
14,694
   
11,240
Total gold ounces sold
 
 
70,757
 
 
60,974
 
 
136,015
 
 
89,373
Equals:
 
 
 
     
 
 
 
     
Average cash cost of silver (per ounce)
 
$
4.46
 
$
4.26
 
$
4.30
 
$
4.20
Average cash cost of gold (per ounce)
 
$
401
 
$
395
 
$
395
 
$
393



SILVER WHEATON 2016 SECOND QUARTER REPORT [23]




iv. Cash operating margin is calculated by subtracting the average cash cost of silver and gold on a per ounce basis from the average realized selling price of silver and gold on a per ounce basis. The Company presents cash operating margin as management and certain investors use this information to evaluate the Company's performance in comparison to other companies in the precious metal mining industry who present results on a similar basis as well as to evaluate the Company's ability to generate cash flow.
 
The following table provides a reconciliation of cash operating margin.


 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands, except for gold ounces sold and per ounce amounts)
 
2016
 
2015
 
2016
 
2015
Total sales:
 
 
 
     
 
 
 
     
Silver
 
$
122,711
 
$
91,552
 
$
233,559
 
$
187,564
Gold
 
$
89,640
   $
72,883
 
$
166,303
   $
107,375
Divided by:
 
 
 
     
 
 
 
     
Total silver ounces sold
 
 
7,142
   
5,575
 
 
14,694
   
11,240
Total gold ounces sold
 
 
70,757
 
 
60,974
 
 
136,015
 
 
89,373
Equals:
 
 
 
     
 
 
 
     
Average realized price of silver (per ounce)
 
$
17.18
 
$
16.42
 
$
15.89
 
$
16.69
Average realized price of gold (per ounce)
 
$
1,267
 
$
1,195
 
$
1,223
 
$
1,201
Less:
 
 
 
     
 
 
 
     
Average cash cost of silver 1 (per ounce)
 
$
(4.46)
 
$
(4.26)
 
$
(4.30)
 
$
(4.20)
Average cash cost of gold 1 (per ounce)
 
$
(401)
 
$
(395)
 
$
(395)
 
$
(393)
Equals:
 
 
 
     
 
 
 
     
Cash operating margin per silver ounce sold
 
$
12.72
 
$
12.16
 
$
11.59
 
$
12.49
Cash operating margin per gold ounce sold
 
$
866
 
$
800
 
$
828
 
$
808

1) Refer to discussion on non-IFRS measure (iii) on page 23 of this MD&A.


These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Liquidity and Capital Resources1

As at June 30, 2016, the Company had cash and cash equivalents of $124 million (December 31, 2015 - $103 million) and working capital of $117 million (December 31, 2015 – $93 million).

Three Months Ended June 30, 2016

During the three months ended June 30, 2016, the Company generated operating cash flows of $134 million compared with $109 million during the comparable period of 2015, with the increase being primarily related to an increase in the number of silver and gold ounces sold coupled with an increase in the price realized on the sale of these ounces, partially offset by higher interest payments.

During the three months ended June 30, 2016, the Company had net cash outflows from financing activities of $94 million, which was primarily the result of repayments under the Company's revolving term loan ("Revolving Facility") in the amount of $665 million and dividend payments totaling $37 million, with these cash outflows being partially offset by the receipt of $607 million related to the bought deal equity financing which closed during April 2016. During the three months ended June 30, 2015, the Company had net cash outflows from financing activities of $121 million, which was primarily the result of a partial repayment of the Company's Revolving Facility in the amount of $85 million in addition to dividend payments totaling $34 million.



1 Statements made in this section contain forward-looking information with respect to funding outstanding commitments and continuing to acquire accretive precious metal stream interests and readers are cautioned that actual outcomes may vary. Please see "Cautionary Note Regarding Forward-Looking Statements" for material risks, assumptions and important disclosure associated with this information.

SILVER WHEATON 2016 SECOND QUARTER REPORT [24]




During the three months ended June 30, 2016, the Company had net cash outflows from investing activities of $2 million, which was primarily related to upfront cash payments totaling $2 million paid to Panoro related to the Cotabambas Early Deposit Agreement. During the three months ended June 30, 2015, the Company had net cash outflows from investing activities of $5 million, which was primarily related to interest payments in the amount of $3 million on the Company's Revolving Facility that have been capitalized to qualifying silver and gold interests in addition to upfront cash payments totaling $1 million to Sandspring in connection with the Toroparu early deposit precious metal purchase agreement.

Six Months Ended June 30, 2016

During the six months ended June 30, 2016, the Company generated operating cash flows of $248 million compared with $198 million during the comparable period of 2015, with the increase being primarily related to an increase in the number of silver and gold ounces sold, partially offset by a decrease in the price realized on the sale of these ounces and higher interest payments.

During the six months ended June 30, 2016, the Company had net cash outflows from financing activities of $224 million, which was primarily the result of (i) repayments under the Company's Revolving Facility in the amount of $760 million; (ii) dividend payments totaling $37 million; and (iii) the repurchase of common shares under the previously announced normal course issuer bid ("NCIB") totaling $33 million; partially offset by (iv) the receipt of $607 million related to the bought deal equity financing which closed during April 2016. During the six months ended June 30, 2015, the Company had net cash inflows from financing activities of $448 million. On March 17, 2015, in connection with the amended Salobo precious metal purchase agreement, the Company closed a bought deal equity financing, raising net proceeds of $770 million. Additionally, during the period the Company drew funds under its Revolving Facility in the amount of $685 million used to partially fund the full repayment of its NRT Loan in the amount of $1 billion and $115 million used to partially fund the amended Salobo precious metal purchase agreement. These net inflows were partially offset by repayments under the Company's Revolving Facility totaling $1.1 billion and dividend payments totaling $34 million.

During the six months ended June 30, 2016, the Company had net cash outflows from investing activities of $3 million, which was primarily related to upfront cash payments totaling $2 million paid to Panoro related to the Cotabambas Early Deposit Agreement. During the six months ended June 30, 2015, the Company had net cash outflows from investing activities of $882 million, which was primarily related to a $900 million payment to Vale in connection with the amended Salobo precious metal purchase agreement, partially offset by proceeds in the amount of $25 million associated with the disposal of the Campo Morado silver interest.

In the opinion of management, the $124 million of cash and cash equivalents as at June 30, 2016, combined with the liquidity provided by the available credit under the $2 billion Revolving Facility and ongoing operating cash flows positions the Company well to fund all outstanding commitments and known contingencies as well as providing flexibility to acquire additional accretive precious metal stream interests.


SILVER WHEATON 2016 SECOND QUARTER REPORT [25]




Contractual Obligations and Contingencies1

Silver and Gold Interests

The following table summarizes the Company's commitments to make per-ounce cash payments for silver and gold to which it has the contractual right pursuant to the precious metal purchase agreements:

Silver and Gold Interests
Attributable Payable
Production to be
Purchased
Per Ounce Cash
Payment 1, 2
Term of
Agreement
Date of
Original
Contract
Silver
Gold
Silver
Gold
San Dimas
 100% 3
 0%
$
4.24
 
n/a
Life of Mine
15-Oct-04
Yauliyacu
 100% 4
 0%
$
8.74 5
 
n/a
Life of Mine
23-Mar-06
Peñasquito
 25%
 0%
$
4.09
 
n/a
Life of Mine
24-Jul-07
Salobo
 0%
 75%
 
n/a
$
400
Life of Mine
28-Feb-13
Sudbury
 0%
 70%
 
n/a
$
400
20 years
28-Feb-13
Antamina
 33.75%
 0%
20% of Spot
 
n/a
Life of Mine
3-Nov-15
Other
 
 
 
 
 
 
 
 
Los Filos
 100%
 0%
$
4.26
 
n/a
25 years
15-Oct-04
Zinkgruvan
 100%
 0%
$
4.27
 
n/a
Life of Mine
8-Dec-04
Stratoni
 100%
 0%
$
4.18 6
 
n/a
Life of Mine
23-Apr-07
Minto
 100%
 100% 7
$
4.10
$
315
Life of Mine
20-Nov-08
Cozamin
 100%
 0%
$
4.28
 
n/a
10 years
4-Apr-07
Neves-Corvo
 100%
 0%
$
4.18
 
n/a
50 years
5-Jun-07
Aljustrel
 100% 8
 0%
$
4.06
 
n/a
50 years
5-Jun-07
Keno Hill
 25%
 0%
$
3.90 9
 
n/a
Life of Mine
2-Oct-08
Barrick
 
 
 
 
 
 
 
 
Pascua-Lama
 25%
 0%
$
3.90
 
n/a
Life of Mine
8-Sep-09
Lagunas Norte
 100%
 0%
$
3.90
 
n/a
8.5 years
8-Sep-09
Pierina
 100%
 0%
$
3.90
 
n/a
8.5 years 10
8-Sep-09
Veladero
 100% 11
 0%
$
3.90
 
n/a
8.5 years
8-Sep-09
Rosemont
 100%
 100%
$
3.90
$
450
Life of Mine
10-Feb-10
Loma de La Plata
 12.5%
 0%
$
4.00
 
n/a
Life of Mine
n/a 12
777
 100%
 100%/50% 13
$
6.02 14
$
408 14
Life of Mine
8-Aug-12
Constancia
 100%
 50% 15
$
5.90 14
$
400 14
Life of Mine
8-Aug-12
Early Deposit
 
 
 
 
 
 
 
 
Toroparu
 50%
 10%
$
3.90
$
400
Life of Mine
11-Nov-13
Cotabambas
 100% 16
 25% 16
$
5.90
$
450
Life of Mine
21-Mar-16

1) Subject to an annual inflationary adjustment with the exception of Loma de La Plata and Sudbury.
2) Should the prevailing market price for silver or gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price, with the exception of Yauliyacu where the per ounce cash payment will not be reduced below $4.24 per ounce, subject to an annual inflationary factor.
3) Silver Wheaton is committed to purchase from Primero a per annum amount equal to the first 6 million ounces of payable silver produced at San Dimas and 50% of any excess.
4) Silver Wheaton is committed to purchase from Glencore a per annum amount equal to the first 1.5 million ounces of payable silver produced at Yauliyacu and 50% of any excess.
5) Should the market price of silver exceed $20 per ounce, in addition to the $8.74 per ounce, the Company is committed to pay Glencore an additional amount for each ounce of silver delivered equal to 50% of the excess, to a maximum of $10 per ounce.
6) In October 2015, in order to incentivize additional exploration and potentially extend the limited remaining mine life of Stratoni, Silver Wheaton and Eldorado agreed to modify the Stratoni silver purchase agreement. The primary modification is to increase the production price per ounce of silver delivered to Silver Wheaton over the current fixed price by one of the following amounts: (i) $2.50 per ounce of silver delivered if 10,000 meters of drilling is completed outside of the existing ore body and within Silver Wheaton's defined area of interest ("Expansion Drilling"); (ii) $5.00 per ounce of silver delivered if 20,000 meters of Expansion Drilling is completed; and (iii) $7.00 per ounce of silver delivered if 30,000 meters of Expansion Drilling is completed. Drilling in all three cases must be completed by December 31, 2020, in order for the agreed upon increase in production price to be initiated.
7) The Company is committed to acquire 100% of the first 30,000 ounces of gold produced per annum and 50% thereafter.
8) Silver Wheaton only has the rights to silver contained in concentrate containing less than 15% copper at the Aljustrel mine.
9) In June 2014, the Company amended its silver purchase agreement with Alexco to increase the production payment to be a function of the silver price at the time of delivery. In addition, the area of interest was expanded to include properties currently owned by Alexco and properties acquired by Alexco in the future which fall within a one kilometer radius of existing Alexco holdings in the Keno Hill Silver District. The amended agreement is conditional on Alexco paying Silver Wheaton $20 million by December 31, 2016 at Alexco's option.
10) As per Barrick's disclosure, closure activities were initiated at Pierina in August 2013.
11) Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore processed at Veladero during the period.
12) Terms of the agreement not yet finalized.
13) The Company's share of gold production at 777 will remain at 100% until the later of the end of 2016 or the satisfaction of a completion test relating to Hudbay's Constancia mine, after which it will be reduced to 50% for the remainder of the mine life.
14) Subject to an increase to $9.90 per ounce of silver and $550 per ounce of gold after the initial 40 year term.
15) Gold recoveries will be set at 55% for the Constancia deposit and 70% for the Pampacancha deposit until 265,000 ounces of gold have been delivered to the Company.
16) Once 90 million silver equivalent ounces attributable to Silver Wheaton have been produced, the attributable production to be purchased will decrease to 66.67% of silver production and 16.67% of gold production for the life of mine.



1 Statements made in this section contain forward-looking information and readers are cautioned that actual outcomes may vary. Please see "Cautionary Note Regarding Forward-Looking Statements" for material risks, assumptions and important disclosure associated with this information.

SILVER WHEATON 2016 SECOND QUARTER REPORT [26]





Other Contractual Obligations and Contingencies

   
Obligations With Scheduled Payment Dates
       
(in thousands)
2016
2017 - 2019
2020 - 2021
After 2021
Sub-Total
Other
Commitments
Total
 
Bank debt 1
$
             -
$
             -
$
    706,000
$
             -
$
    706,000
$
             -
 $
    706,000
Interest 2
 
      10,760
 
      47,167
 
      20,535
 
             -
 
      78,462
 
             -
 
      78,462
Silver and gold interest payments
                       
 
 
Salobo 3
 
    800,000
 
             -
 
             -
 
             -
 
    800,000
 
             -
 
    800,000
Rosemont 4
 
             -
 
             -
 
             -
 
             -
 
             -
 
    231,150
 
    231,150
Loma de La Plata
 
             -
 
             -
 
             -
 
             -
 
             -
 
      32,400
 
      32,400
Toroparu
 
             -
 
             -
 
             -
 
             -
 
             -
 
    138,000
 
    138,000
Cotabambas
 
  2,000
 
        4,500
 
        3,000
 
        2,500
 
      12,000
 
    126,000
 
    138,000
Operating leases
 
           621
 
        3,774
 
        1,976
 
        2,856
 
        9,227
 
             -
 
        9,227
 
Total contractual obligations
$
    813,381
$
      55,441
$
    731,511
$
        5,356
$
 1,605,689
$
    527,550
 $
 2,133,239

1) At June 30, 2016, the Company had $706 million drawn and outstanding on the Revolving Facility.
2) As the applicable interest rates are floating in nature, the interest charges are estimated based on market-based forward interest rate curves at the end of the reporting period.
3) Does not reflect the contingent payment due related to the Salobo gold purchase agreement (see the Salobo section, below).
4) Includes contingent transaction costs of $1 million.

Rosemont

In connection with the Rosemont precious metal purchase agreement, the Company is committed to pay Hudbay total upfront cash payments of $230 million on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine.

Loma de La Plata

In connection with the Company's election to convert the debenture with Pan American into a silver purchase agreement, the Company is committed to pay Pan American total upfront cash payments of $32.4 million following the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction.

Salobo

As more fully described in the Subsequent Events section of this MD&A, on August 2, 2016, the Company announced that it had agreed to amend the agreement with Vale to acquire an additional amount of gold equal to 25% of the life of mine gold production from Salobo. As part of the consideration under the amended agreement, the Company will pay Vale $800 million to be paid on or about August 16, 2016.
During the second quarter of 2014, Vale completed the expansion of the mill throughput capacity at the Salobo mine to 24 million tonnes per annum ("Mtpa") from its previous 12 Mtpa. If actual throughput is expanded above 28 Mtpa within a predetermined period, and depending on the grade of material processed, Silver Wheaton will be required to make an additional payment to Vale based on a set fee schedule ranging from $113 million if throughput is expanded beyond 28 Mtpa by January 1, 2036, up to $953 million if throughput is expanded beyond 40 Mtpa by January 1, 2021.

Toroparu

In connection with the Toroparu Early Deposit Agreement, the Company is committed to pay Sandspring an additional $138 million, payable on an installment basis to partially fund construction of the mine. Following the delivery of certain feasibility documentation or after December 31, 2016 if the feasibility documentation has not been delivered to Silver Wheaton by such date, Silver Wheaton may elect not to proceed with the agreement or not pay the balance of the upfront consideration and reduce the gold stream percentage from 10% to 0.909% and the silver stream percentage from 50% to nil. If Silver Wheaton elects to terminate, Silver Wheaton will be entitled to a return of the amounts advanced less $2 million which is non-refundable on the occurrence of certain events. If Silver Wheaton elects to reduce the streams, Sandspring may return the amount of the deposit already advanced less $2 million to Silver Wheaton and terminate the agreement. 

SILVER WHEATON 2016 SECOND QUARTER REPORT [27]





Cotabambas

In connection with the Cotabambas Early Deposit Agreement, the Company is committed to pay Panoro a total cash consideration of $140 million, of which $2 million has been paid to date. Once certain conditions have been met, the Company will advance an additional $12 million to Panoro, spread over up to nine years. Following the delivery of a bankable definitive feasibility study, environmental study and impact assessment, and other related documents (collectively, the "Cotabambas Feasibility Documentation"), and receipt of permits and construction commencing, the Company may then advance the remaining deposit or elect to terminate the Cotabambas Early Deposit Agreement. If the Company elects to terminate, the Company will be entitled to a return of the portion of the amounts advanced less $2 million payable upon certain triggering events occurring. Until January 1, 2020, Panoro has a one-time option to repurchase 50% of the precious metal stream on a change of control for an amount based on a calculated rate of return for the Company.

Other1

Due to the size, complexity and nature of the Company's operations, various legal and tax matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. If the Company is unable to resolve any of these matters favorably, there may be a material adverse impact on the Company's financial performance, cash flows or results of operations. In the event that management's estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

Canada Revenue Agency Dispute and Audit of International Transactions

On September 24, 2015, the Company received Notices of Reassessment (the "Reassessments") from the Canada Revenue Agency ("CRA") totaling Cdn$353 million for federal and provincial tax, transfer pricing penalties, interest and other penalties for the 2005-2010 taxation years. The CRA's position in the Reassessments is that the transfer pricing provisions of the Income Tax Act (Canada) (the "Act") relating to income earned by the Company's foreign subsidiaries outside of Canada should apply such that the income of Silver Wheaton subject to tax in Canada should be increased by an amount equal to substantially all of the income earned outside of Canada by the Company's foreign subsidiaries for the 2005-2010 taxation years. Management believes that the Company has filed its tax returns and paid applicable taxes in compliance with Canadian tax law, and as a result no amounts have been recorded for any potential liability arising from this matter. Silver Wheaton intends to vigorously defend its tax filing positions.

On January 8, 2016, Silver Wheaton commenced an appeal in the Tax Court of Canada. Silver Wheaton was required to make a deposit of 50% of the reassessed amounts of tax, interest and penalties. Rather than making this deposit in cash, on March 15, 2016, Silver Wheaton posted security in the form of a letter of guarantee in the amount of Cdn$192 million, which includes interest accrued to-date plus estimated interest for the following year. The timing for the court process is uncertain.

The CRA has also commenced an audit of the Company's international transactions covering the 2011-2013 taxation years, which is currently ongoing. The Company has not received any proposal or notices of reassessment for the 2011-2013 taxation years in connection with this audit.



1 The assessment by management of the expected impact of the Reassessments on the Company is "forward-looking information". Statements in respect of the impact of the Reassessments are based on the expectation that the Company will be successful in challenging the Reassessments by CRA. Statements in respect of the Reassessments and estimates of any future taxes that the CRA may assert are payable are subject to known and unknown risks including that the Company's interpretation of, or compliance with, tax laws, is found to be incorrect. Please see "Cautionary Note Regarding Forward-Looking Statements" in the MD&A for material risks, assumptions and important disclosure associated with this information.

SILVER WHEATON 2016 SECOND QUARTER REPORT [28]




For ease of reference, the following provides an overview of the current status of CRA matters:

 
 
CRA Position/Status
Potential Income Inclusion
Potential Income Tax Payable
Payments Made/Pending
Timing
2005-2010
Taxation Years
Transfer pricing provisions of the Act should apply such that Silver Wheaton's income subject to tax in Canada should be increased by an amount equal to substantially all of the income earned outside of Canada by Silver Wheaton's foreign subsidiaries.
CRA has reassessed Silver Wheaton and is seeking to increase Silver Wheaton's income subject to tax in Canada by Cdn$715 million.
 
CRA has reassessed Silver Wheaton and is seeking to impose income tax of Cdn$201 million. (In addition, transfer pricing penalties of Cdn$72 million and interest (calculated to September 24, 2015) and other penalties of Cdn$81 million have been assessed for total of Cdn$353 million.(1)
 
Silver Wheaton has posted security in the form of a letter of guarantee in the amount of Cdn$192 million which includes interest accrued to-date plus estimated interest for the following year.(1)
An appeal in the Tax Court of Canada commenced January 8, 2016. Timing of resolution of the matter in court is uncertain.
2011-2013
Taxation Years
CRA Audit commenced January 19, 2016. CRA has not issued a proposal or reassessment.
 
If CRA were to reassess on similar basis as 2005-2010 taxation years, CRA would seek to increase Silver Wheaton's income subject to tax in Canada by approximately
$1.2 billion. (2)
 
If CRA were to reassess on similar basis as 2005-2010 taxation years, CRA would seek to impose income tax of approximately $310 million.(2), (3)
N/A
Time to complete CRA audit unknown.
2014-2015
Taxation Years
Remain open to audit by CRA.
 
If CRA were to audit and then reassess on similar basis as 2005-2010 taxation years, CRA would seek to increase Silver Wheaton's income subject to tax in Canada by approximately $410 million. (2)
 
If CRA were to audit and then reassess on similar basis as 2005-2010 taxation years, CRA would seek to impose income tax of approximately $106 million. (2), (3)
N/A
N/A

1) Estimates of interest given as of the date stated. Interest accrues until payment date.
2) For precious metal purchase agreements with upfront payments paid in the form of a deposit, the estimates of income inclusion and tax payable are based on the cost of precious metal acquired under such precious metal purchase agreements being equal to the market value of such precious metal.
3) This amount does not include potential interest and penalties to the extent may be applicable.

Please see "Cautionary Note Regarding Forward-Looking Statements" in the MD&A for material risks, assumptions and important disclosure associated with this information.

U.S. Shareholder Class Action

During July 2015, after the Company disclosed that the CRA was proposing that they would issue the Reassessments, two putative securities class action lawsuits were filed against the Company in the U.S. District Court for the Central District of California in connection with the Proposal (the "Complaints").

On October 19, 2015, the Complaints were consolidated into one action, In re Silver Wheaton Securities Litigation, as against the Company, Randy Smallwood, President & Chief Executive Officer, Gary Brown, Senior Vice President & Chief Financial Officer and Peter Barnes, former Chief Executive Officer (together the "Defendants") and a lead plaintiff (the "Plaintiff") was selected. On December 18, 2015, the Plaintiff filed a consolidated amended complaint (the "Amended Complaint"). The Amended Complaint alleges, among other things, that the Defendants made false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, prospects and performance in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Specifically, the Amended Complaint focuses on the Reassessments. The Amended Complaint purports to be brought on behalf of persons who purchased or otherwise acquired the Company's securities during an alleged class period of March 30, 2011 to July 6, 2015.

At a hearing on June 6, 2016, the Court denied the Defendants' motion to dismiss. A denial of such a motion is not a ruling on the merits of the claims in the lawsuit.

The Company believes the allegations are without merit and intends to vigorously defend against this matter. No amounts have been recorded for any potential liability arising from this matter, as the original Complaints do not specify a quantum of damages and the Company cannot reasonably predict the outcome.

SILVER WHEATON 2016 SECOND QUARTER REPORT [29]




Please see "Cautionary Note Regarding Forward-Looking Statements" in the MD&A for material risks, assumptions and important disclosure associated with this information.


Share Capital

On March 17, 2015, in conjunction with the March 2015 amendments made to the Salobo precious metal purchase agreement, the Company announced that it had closed a bought deal equity financing, raising gross proceeds of $800 million through the issuance of 38,930,000 common shares at $20.55 per share. After deducting underwriter commissions, the Company raised total net proceeds of approximately $770 million.
On April 14, 2016, the Company completed a bought-deal equity financing (the "Offering"), whereby a total of 38,105,250 common shares (inclusive of the underwriters' over-allotment option) of Silver Wheaton were sold at a price of $16.60 per share, for aggregate gross proceeds to Silver Wheaton of approximately $633 million. After deducting underwriter commissions, the Company raised total net proceeds of approximately $607 million, which was used to repay a portion of the debt that was drawn on the Company's $2 billion revolving credit facility in November 2015 for the $900 million purchase of the silver stream on the Antamina mine in Peru.

During the three and six months ended June 30, 2016, the Company received cash proceeds of $1 million from the exercise of 32,400 share purchase options at a weighted average exercise price of $25.98 per option, with all exercises taking place during the three months ended June 30, 2016. During the six months ended June 30, 2015, the Company received cash proceeds of $3 million from the exercise of 229,000 share purchase options at a weighted average exercise price of Cdn$15.89, with all of the exercises taking place during the three months ended March 31, 2015.

The Company has received TSX approval to purchase up to 20,229,671 common shares over a period of twelve months ending on September 22, 2016. On January 27, 2016, Silver Wheaton announced that it had entered into an automatic securities purchase plan (the "Plan") with a broker in order to facilitate repurchases of its Common Shares under the previously announced normal course issuer bid ("NCIB"). The Company has repurchased 3,060,454 common shares under the NCIB at an average price of $13.81 per share, including 2,295,665 common shares repurchased during the six months ended June 30, 2016 at an average price of $14.43 per share, with all current year repurchases occurring during the three months ended March 31, 2016.

As a result of the Offering, the Plan has now terminated though the NCIB remains in effect on the same terms and subject to the same restrictions as disclosed above.

As of August 10, 2016, there were 440,213,100 outstanding common shares, 5,023,700 share purchase options, 188,931 restricted share units and 10,000,000 share purchase warrants.

Financial Instruments

In order to mitigate the effect of short-term volatility in silver and gold prices, the Company will occasionally enter into forward contracts in relation to silver and gold deliveries that it is highly confident will occur within a given quarter. The Company does not hedge its long-term exposure to commodity prices. Other than these very short-term forward contracts, the Company has not used derivative financial instruments to manage the risks associated with its operations and therefore, in the normal course of business, it is inherently exposed to currency, interest rate and commodity price fluctuations. No forward contracts were outstanding at June 30, 2016.

The Company owns equity interests in several publicly traded mineral exploration, development and mining companies as long-term investments and therefore is inherently exposed to various risk factors including currency risk, market price risk and liquidity risk.

Future Changes in Accounting Policies

The IASB has issued the following new or amended standards:

Standards required to be applied for periods beginning on or after January 1, 2018:

· IFRS 9 (2014) – Financial Instruments (amended 2014): In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments ("IFRS 9"). The Company adopted IFRS 9 (2009) – Financial Instruments effective January 1, 2010. The Company is currently evaluating the impact this amended standard is expected to have on its consolidated financial statements.

· IFRS 15 – Revenue from Contracts with Customers: In May 2014 the IASB and the Financial Accounting Standards Board ("FASB") completed its joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for IFRS and US GAAP. IFRS 15 establishes principles to address the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

SILVER WHEATON 2016 SECOND QUARTER REPORT [30]




Standards required to be applied for periods beginning on or after January 1, 2019:

· IFRS 16 – Leases: In January 2016 the IASB and the FASB completed its joint project to address concerns by users of financial statements in respect of reduced comparability between financial statements due to the different accounting treatment applied to operating leases as compared to finance leases by removing the distinction between operating leases and finance leases and rather having all leases accounted for as a finance lease, subject to limited exceptions for short-term leases and leases of low value assets. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

Early adoption of the above standards is permitted.

Subsequent Events

Declaration of Dividend

On August 10, 2016, the Board of Directors declared a dividend in the amount of $0.05 per common share as per the Company's stated dividend policy whereby the quarterly dividend will be equal to 20% of the average of the operating cash flow of the previous four quarters. This dividend is payable to shareholders of record on August 24, 2016 and is expected to be distributed on or about September 07, 2016. The Company has implemented a dividend reinvestment plan ("DRIP") whereby shareholders can elect to have dividends reinvested directly into additional Silver Wheaton common shares at a discount of 3% of the Average Market Price, as defined in the DRIP.

Amendment to Salobo Precious Metal Purchase Agreement

On August 2, 2016, the Company announced that it had agreed to amend the agreement with Vale to acquire an additional amount of gold equal to 25% of the life of mine gold production, with the Company being entitled to the additional attributable gold production for which an off-taker payment is received after July 1, 2016. With this amendment, the Company increased the gold stream from 50% to 75% of the life of mine gold production from the Salobo mine. Under the amended agreement, the Company will pay Vale cash consideration of $800 million for the increased gold stream and will amend the 10 million Silver Wheaton common share purchase warrants previously issued to Vale in connection with the Sudbury precious metal purchase agreement which expire on February 28, 2023 to reduce the strike price from $65 to $43.75 per common share. In addition, the Company is required to make ongoing payments of the lesser of $400 per ounce of gold (subject to a 1% annual inflation adjustment now commencing in 2019 on the entire 75% stream) for the full 75% of gold production or the prevailing market price per ounce of gold delivered.

To pay the initial upfront cash payment of $800 million, which is to be paid on or about August 16, 2016, the Company intends to use cash on hand together with proceeds available under the Company's $2 billion revolving credit facility. The Revolving Facility has a maturity date of February 27, 2021.

Controls and Procedures

Disclosure Controls and Procedures

Silver Wheaton's management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the design and effectiveness of Silver Wheaton's disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and Canadian Securities Administrators, as of June 30, 2016. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that Silver Wheaton's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2016.

Internal Control Over Financial Reporting

The Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's controls include policies and procedures that:

SILVER WHEATON 2016 SECOND QUARTER REPORT [31]





· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and,

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the annual financial statements or interim financial statements.

There have been no changes in the Company's internal control over financial reporting during the three months ended June 30, 2016 that would materially affect, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company's management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's internal control over financial reporting using the framework and criteria established in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that the internal control over financial reporting was effective at the reasonable assurance level as of June 30, 2016.


Limitation of Controls and Procedures

The Company's management, including its Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

SILVER WHEATON 2016 SECOND QUARTER REPORT [32]




Attributable Reserves and Resources (1)

The following tables set forth the estimated Mineral Reserves and Mineral Resources (silver and/or gold only) for the mines relating to which the Company has precious metal purchase agreements, adjusted where applicable to reflect the Company's percentage entitlement to silver and/or gold produced from such mines, as of December 31, 2015, unless otherwise noted.

Attributable Proven and Probable Reserves (1,2,3,8,22)
As of December 31, 2015 unless otherwise noted (6)

 
 
Proven
Probable
Proven & Probable
 
 
Tonnage
Grade
Contained
Tonnage
Grade
Contained
Tonnage
Grade
Contained
Process Recovery % (7)
 
Mt
g/t
Moz
Mt
g/t
Moz
Mt
g/t
Moz
Silver
 
 
 
     
 
 
 
 
Peñasquito (25%) (10)
 
 
 
     
 
 
 
 
Mill
99.6
32.6
104.5
47.1
24.5
37.2
146.7
30.0
141.6
75-80%
Heap Leach
4.1
22.7
3.0
1.4
19.9
0.9
5.4
22.0
3.9
22-28%
San Dimas (10, 11)
1.5
325.8
15.2
3.8
330.0
40.0
5.2
328.8
55.2
94%
Antamina (33.75%) (12,13)
64.5
11.0
22.7
137.4
10.5
46.2
201.8
10.6
68.9
71%
Pascua-Lama (25%)
8.0
69.8
17.9
73.2
64.1
150.8
81.2
64.7
168.7
82%
Veladero (12)
3.7
12.8
1.5
66.1
12.8
27.3
69.8
12.8
28.8
8%
Lagunas Norte (12)
7.0
4.1
0.9
25.2
4.1
3.3
32.2
4.1
4.2
34%
Constancia
500.0
3.0
47.8
114.0
2.9
10.8
614.0
3.0
58.6
71%
Zinkgruvan
 
 
 
     
 
 
 
 
Zinc
8.1
80.0
20.7
3.7
51.0
6.0
11.7
70.9
26.7
87%
Copper
3.5
35.0
3.9
-
-
-
3.5
35.0
3.9
65%
Neves-Corvo
 
 
 
     
 
 
 
 
Copper
6.3
39.0
7.9
19.7
36.0
22.8
25.9
36.7
30.6
35%
Zinc
11.5
71.5
26.4
13.9
62.0
27.6
25.3
66.3
54.0
20%
Yauliyacu (14)
0.7
136.6
3.1
3.2
137.9
14.1
3.9
137.6
17.1
85%
777 (15)
3.3
26.7
2.8
3.0
27.8
2.7
6.3
27.2
5.5
50%
Stratoni
0.4
172.0
2.4
0.2
184.0
1.3
0.7
176.2
3.7
84%
Cozamin (12)
-
-
-
1.6
42.1
2.2
1.6
42.1
2.2
72%
Minto
1.7
8.3
0.5
3.8
5.2
0.6
5.5
6.1
1.1
78%
Los Filos
20.0
7.1
4.6
20.5
9.1
6.0
40.5
8.1
10.5
5%
Rosemont (16)
279.5
4.1
37.0
325.8
4.1
43.1
605.3
4.1
80.1
76%
Metates Royalty (17)
4.1
18.0
2.3
13.2
13.1
5.5
17.2
14.2
7.9
76%
Total Silver
 
 
325.0
 
 
448.3
 
 
773.3
 
Gold
 
 
 
     
 
 
 
 
Salobo (75%) (18)
490.8
0.38
6.03
376.7
0.31
3.72
867.6
0.35
9.75
66%
Sudbury (70%) (12)
-
-
-
47.4
0.43
0.66
47.4
0.43
0.66
72%
Constancia (50%)
250.0
0.05
0.40
57.0
0.07
0.14
307.0
0.05
0.54
61%
777 (12,15)
2.0
1.80
0.12
1.8
1.80
0.11
3.9
1.80
0.22
55%
Minto
1.7
1.19
0.06
3.8
0.64
0.08
5.5
0.81
0.14
74%
Toroparu (10%) (19)
3.0
1.10
0.10
9.7
0.98
0.31
12.7
1.01
0.41
89%
Metates Royalty (17)
4.1
0.68
0.09
13.2
0.44
0.19
17.2
0.50
0.28
89%
Total Gold
 
 
6.80
 
 
5.19
 
 
11.99
 




SILVER WHEATON 2016 SECOND QUARTER REPORT [33]




Attributable Measured & Indicated Resources (1,2,3,4,5,9,22)
As of December 31, 2015 unless otherwise noted (6)

 
 
Measured
Indicated
Measured & Indicated
 
Tonnage
Grade
Contained
Tonnage
Grade
Contained
Tonnage
Grade
Contained
 
Mt
g/t
Moz
Mt
g/t
Moz
Mt
g/t
Moz
Silver
 
 
 
     
 
 
 
Peñasquito (25%) (10)
 
 
 
     
 
 
 
Mill
23.6
30.5
23.2
37.7
24.6
29.9
61.3
26.9
53.0
Heap Leach
3.1
25.5
2.6
8.7
17.0
4.8
11.9
19.3
7.4
San Dimas (10, 11)
0.3
189.1
2.0
0.9
189.1
5.2
1.2
189.1
7.2
Antamina (33.75%) (12,13)
21.9
9.5
6.7
146.5
11.1
52.3
168.4
10.9
59.1
Pascua-Lama (25%)
3.7
26.4
3.1
35.7
22.3
25.5
39.4
22.7
28.7
Constancia
73.0
2.4
5.6
299.0
2.0
19.4
372.0
2.1
25.0
Zinkgruvan
 
 
 
     
 
 
 
Zinc
1.5
62.1
3.0
5.1
95.0
15.7
6.7
87.5
18.8
Copper
1.6
22.8
1.2
0.6
49.0
0.9
2.2
29.8
2.1
Neves-Corvo
 
 
 
     
 
 
 
Copper
8.2
51.4
13.6
36.3
48.7
56.9
44.5
49.2
70.5
Zinc
11.2
53.1
19.0
71.4
55.5
127.4
82.5
55.2
146.4
Yauliyacu (14)
1.3
162.2
6.7
7.0
199.3
44.6
8.2
193.5
51.3
777 (15)
-
-
-
0.7
26.3
0.6
0.7
26.3
0.6
Stratoni
0.3
193.5
1.7
0.2
203.8
1.4
0.5
198.0
3.1
Minto
6.4
3.0
0.6
33.1
3.2
3.4
39.6
3.1
4.0
Los Filos
81.6
6.7
17.6
276.3
7.9
70.0
357.9
7.6
87.6
Rosemont (16)
38.5
3.0
3.7
197.7
2.7
17.1
236.2
2.7
20.8
Aljustrel (20)
1.3
65.6
2.7
20.5
60.3
39.7
21.8
60.7
42.4
Keno Hill (25%)
 
 
 
     
 
 
 
Underground
-
-
-
0.8
467.2
11.5
0.8
467.2
11.5
Elsa Tailings
-
-
-
0.6
119.0
2.4
0.6
119.0
2.4
Loma de La Plata (12.5%)
-
-
-
3.6
169.0
19.8
3.6
169.0
19.8
Cotabambas (21)
-
-
-
117.1
2.7
10.3
117.1
2.7
10.3
Toroparu (50%) (20)
22.2
1.2
0.8
97.9
0.7
2.3
120.1
0.8
3.1
Total Silver
 
 
113.9
 
 
561.0
 
 
674.9
Gold
 
 
 
     
 
 
 
Salobo (75%) (18)
33.1
0.48
0.51
138.8
0.37
1.65
171.8
0.39
2.16
Sudbury (70%) (12)
-
-
-
16.2
0.22
0.12
16.2
0.22
0.12
Constancia (50%)
36.5
0.05
0.06
149.5
0.04
0.18
186.0
0.04
0.23
777 (12,15)
-
-
-
0.4
1.83
0.02
0.4
1.83
0.02
Minto
6.4
0.34
0.07
33.1
0.34
0.37
39.6
0.34
0.44
Cotabambas (25%) (21)
-
-
-
29.3
0.23
0.21
29.3
0.23
0.21
Toroparu (10%) (19)
0.9
0.87
0.03
7.9
0.83
0.21
8.8
0.84
0.24
Total Gold
 
 
0.67
 
 
2.76
 
 
3.42






SILVER WHEATON 2016 SECOND QUARTER REPORT [34]




Attributable Inferred Resources (1,2,3,4,5,9, 22)
As of December 31, 2015 unless otherwise noted (6)

 
 
Inferred
 
Tonnage
Grade
Contained
 
Mt
g/t
Moz
Silver
 
 
 
Peñasquito (25%) (10)
 
 
 
Mill
4.9
20.6
3.2
Heap Leach
0.1
15.5
0.1
San Dimas (10, 11)
7.0
330.0
74.0
Antamina (33.75) (12,13)
351.1
11.1
125.3
Pascua-Lama (25%)
4.9
20.1
3.2
Constancia
200.0
1.9
12.0
Zinkgruvan
 
 
 
Zinc
7.3
83.0
19.4
Copper
0.2
39.0
0.2
Neves-Corvo
 
 
 
Copper
13.4
37.0
15.9
Zinc
12.6
55.0
22.3
Yauliyacu (14)
13.5
177.6
76.9
777 (15)
0.7
32.6
0.7
Stratoni
0.5
169.0
2.7
Minto
25.3
2.5
2.1
Los Filos
141.0
9.2
41.6
Rosemont (16)
104.5
3.3
11.1
Aljustrel (20)
8.7
50.4
14.0
Keno Hill (25%)
 
 
 
Underground
0.3
363.4
3.0
Loma de La Plata (12.5%)
0.2
76.0
0.4
Cotabambas (21)
605.3
2.3
45.4
Toroparu (50%) (19)
64.8
0.1
0.2
Metates Royalty (17)
1.0
9.7
0.3
Total Silver
 
 
474.0
Gold
 
 
 
Salobo (75%) (18)
111.5
0.31
1.11
Sudbury (70%) (12)
12.0
0.52
0.20
Constancia (50%)
100.0
0.03
0.10
777 (12,15)
0.3
1.76
0.02
Minto
25.3
0.25
0.20
Cotabambas (25%) (21)
151.3
0.17
0.84
Toroparu (10%) (19)
13.0
0.74
0.31
Metates Royalty (17)
1.0
0.38
0.01
Total Gold
 
 
2.80






SILVER WHEATON 2016 SECOND QUARTER REPORT [35]




Notes:
1. All Mineral Reserves and Mineral Resources have been estimated in accordance with the 2014 Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards for Mineral Resources and Mineral Reserves and National Instrument 43-101 – Standards for Disclosure for Mineral Projects ("NI 43-101"), or the 2012 Australasian Joint Ore Reserves Committee (JORC) Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.
2. Mineral Reserves and Mineral Resources are reported above in millions of metric tonnes ("Mt"), grams per metric tonne ("g/t") and millions of ounces ("Moz").
3. Individual qualified persons ("QPs"), as defined by the NI 43-101, for the technical information contained in this document (including the Mineral Reserve and Mineral Resource estimates) for the following operations are as follows:
a. Salobo mine – Gerrit Vos, P.Eng., Technical Director, Mining, Dr Georges Verly, P.Eng., Chief Geostatistician, Dr Armando Simon, P.Geo., Principal Geologist, Pierre Lacombe, P.Eng., Consulting Metallurgist, Donald Hickson, P.Eng., Division Manager, Earth and Infrastructure, Vikram Khera, P.Eng., Senior Financial Analyst, and Stella Searston, RM SME, Principal Geologist, all of whom are now, or were at the time of the preparation of the Salobo Report, employees of Amec Foster Wheeler Americas Limited (Amec Foster Wheeler).
b. All other operations and development projects: the Company's QPs Neil Burns, M.Sc., P.Geo. (Vice President, Technical Services); Samuel Mah, M.A.Sc., P.Eng. (Senior Director, Project Evaluations), both employees of the Company (the "Company's QPs").
4. The Mineral Resources reported in the above tables are exclusive of Mineral Reserves. The San Dimas mine, Minto mine, Neves-Corvo mine, Zinkgruvan mine, Stratoni mine and Toroparu project (gold only) report Mineral Resources inclusive of Mineral Reserves. The Company's QPs have made the exclusive Mineral Resource estimates for these mines based on average mine recoveries and dilution.
5. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
6. Other than as detailed below, Mineral Reserves and Mineral Resources are reported as of December 31, 2015 based on information available to the Company as of the date of this document, and therefore will not reflect updates, if any, after such date.
a. Mineral Resources and Mineral Reserves for the Pascua-Lama project are reported as of December 31, 2013.
b. Mineral Resources for the Constancia mine (including the Pampacancha deposit) are reported as of September 30, 2013 and Mineral Reserves as of December 31, 2013.
c. Mineral Resources and Mineral Reserves for the Neves-Corvo and Zinkgruvan mines are reported as of June 30, 2015.
d. Mineral Resources and Mineral Reserves for the Rosemont project are reported as of August 28, 2012.
e. Mineral Resources for Aljustrel's Feitais and Moinho mines are reported as of November 30, 2010. Mineral Resources for the Estaçao project are reported as of December 31, 2007.
f. Mineral Resources for Keno Hill's Elsa Tailings project are reported as of April 22, 2010, Lucky Queen project as of July 27, 2011, Onek project as of October 15, 2014, Flame and Moth and Bermingham projects as of April 28, 2015, Bellekeno mine Inferred Mineral Resources as of September 30, 2012 and Bellekeno mine Indicated Mineral Resources as of September 30, 2013.
g. Mineral Resources for the Loma de La Plata project are reported as of May 20, 2009.
h. Mineral Resources for the Cotabambas project are reported as of June 20, 2013.
i. Mineral Resources and Mineral Reserves for gold at the Toroparu project are reported as of March 31, 2013 and Mineral Resources for silver are reported as of September 1, 2014.
j. Mineral Resources for the Metates royalty are reported as of February 16, 2012 and Mineral Reserves as of March 18, 2013.
7. Process recoveries are the average percentage of silver or gold in a saleable product (doré or concentrate) recovered from mined ore at the applicable site process plants as reported by the operators.
8. Mineral Reserves are estimated using appropriate process and mine recovery rates, dilution, operating costs and the following commodity prices:
a. Antamina mine - $2.96 per pound copper, $0.99 per pound zinc, $11.91 per pound molybdenum and $21.34 per ounce silver.
b. Constancia mine - $1,250 per ounce gold, $25.00 per ounce silver, $3.00 per pound copper and $13.50 per pound molybdenum.
c. Cozamin mine - $42.00 per tonne NSR cut-off assuming $20.00 per ounce silver, $2.50 per pound copper, $0.85 per pound lead and $0.80 per pound zinc.
d. Lagunas Norte and Veladero mines - $1,000 per ounce gold and $15.00 per ounce silver.
e. Los Filos mine - $1,100 per ounce gold and $16.50 per ounce silver.
f. Metates royalty – 0.35 grams per tonne gold equivalent cut-off assuming $1,200 per ounce gold and $24.00 per ounce silver.
g. Minto mine – 0.5% copper cut-off for Open Pit and $64.40 per tonne NSR cut-off for Underground assuming $300 per ounce gold, $3.90 per ounce silver and $2.50 per pound copper.
h. Neves-Corvo mine – 1.6% copper cut-off for the copper Reserve and 4.8% zinc equivalent cut-off for all the zinc Reserves, both assuming $2.50 per pound copper, $1.00 per pound lead and zinc.
i. Pascua-Lama project - $1,100 per ounce gold, $21.00 per ounce silver and $3.00 per pound copper.
j. Peñasquito mine - $1,100 per ounce gold, $16.50 per ounce silver, $0.90 per pound lead and $0.95 per pound zinc.
k. Rosemont project - $4.90 per ton NSR cut-off assuming $20.00 per ounce silver, $2.50 per pound copper and $15.00 per pound molybdenum.
l. Salobo mine – 0.253% copper equivalent cut-off assuming $1,250 per ounce gold and $3.45 per pound copper.
m. San Dimas mine – 2.50 grams per tonne gold equivalent cut-off assuming $1,200 per ounce gold and $18.00 per ounce silver.
n. Stratoni mine – 15.54% zinc equivalent cut-off assuming $0.91 per pound lead and zinc.
o. Sudbury mines - $1,250 per ounce gold, $18.50 per ounce silver, $9.07 per pound nickel, $2.95 per pound copper, $1,550 per ounce platinum, $875 per ounce palladium and $12.50 per pound cobalt.
p. Toroparu project – 0.38 grams per tonne gold cut-off assuming $1,070 per ounce gold for fresh rock and 0.35 grams per tonne gold cut-off assuming $970 per ounce gold for saprolite.
q. Yauliyacu mine - $17.20 per ounce silver, $2.83 per pound copper, $0.91 per pound lead and $1.02 per pound zinc.
r. Zinkgruvan mine – 3.98% zinc equivalent cut-off for the zinc Reserve and 1.5% copper cut-off for the copper Reserve, both assuming $2.50 per pound copper and $1.00 per pound lead and zinc.
s. 777 mine – $1,190 per ounce gold, $16.50 per ounce silver, $2.75 per pound copper and $1.16 per pound zinc.

SILVER WHEATON 2016 SECOND QUARTER REPORT [36]




9. Mineral Resources are estimated using appropriate recovery rates and the following commodity prices:
a. Aljustrel mine – 4.5% zinc cut-off for Feitais and Moinho mines zinc Resources and 4.0% zinc cut-off for Estação zinc Resources.
b. Antamina mine - $2.96 per pound copper $0.99 per pound zinc, $11.91 per pound molybdenum and $21.34 per ounce silver.
c. Constancia mine – 0.12% copper cut-off for Constancia and 0.10% copper cut-off for Pampacancha.
d. Cotabambas project – 0.2% copper equivalent cut-off assuming $1,350 per ounce gold, $23,00 per ounce silver, $3.20 per pound copper and $12,50 per pound molybdenum.
e. Keno Hill mines:
i. Bellekeno mine - $185 per tonne NSR cut-off assuming $22.50 per ounce silver, $0.85 per pound lead and $0.95 per pound zinc.
ii. Flame and Moth and Bermingham projects - $185 per tonne NSR cut-off assuming $1,300 per ounce gold, $20.00 per ounce silver, $0.94 per pound lead and $1.00 per pound zinc.
iii. Lucky Queen project - $185 per tonne NSR cut-off assuming $1,100 per ounce gold, $18.50 per ounce silver, $0.90 per pound lead and $0.95 per pound zinc.
iv. Onek project - $185 per tonne NSR cut-off assuming $1,250 per ounce gold, $20.00 per ounce silver, $0.90 per pound lead and $0.95 per pound zinc.
v. Elsa Tailings project – 50 grams per tonne silver cut-off.
f. Loma de La Plata project – 50 gram per tonne silver equivalent cut-off assuming $12.50 per ounce silver and $0.50 per pound lead.
g. Los Filos mine - $1,300 per ounce gold and $19.00 per ounce silver.
h. Metates royalty - 0.35 grams per tonne gold equivalent cut-off assuming $1,200 per ounce gold and $24.00 per ounce silver.
i. Minto mine – 0.5% copper cut-off.
j. Neves-Corvo mine – 1.0% copper cut-off for the copper Resource and 3.0% zinc cut-off for the zinc Resource, both assuming $2.50 per pound copper and $1.00 per pound lead and zinc.
k. Pascua-Lama project – $1,500 per ounce gold, $24.00 per ounce silver and $3.50 per pound copper.
l. Peñasquito mine - $1,300 per ounce gold, $19.00 per ounce silver, $1.00 per pound lead and zinc.
m. Salobo mine – 0.286% copper equivalent cut-off assuming $1,500 per ounce gold $3.67 per pound copper.
n. San Dimas mine – 2.00 grams per tonne gold equivalent cut-off assuming $1,200 per ounce gold and $18.00 per ounce silver.
o. Stratoni mine – 15.54% zinc equivalent cut-off assuming $0.91 per pound lead and zinc
p. Sudbury mines - $1,250 per ounce gold, $18.50 per ounce silver, $9.07 per pound nickel, $2.95 per pound copper, $1,550 per ounce platinum, $875 per ounce palladium and $12.50 per pound cobalt.
q. Rosemont project – 0.30% copper equivalent cut-off for Mixed and 0.15% copper equivalent for Sulfide assuming $20.00 per ounce silver, $2.50 per pound copper and $15.00 per pound molybdenum.
r. Toroparu project – 0.30 grams per tonne gold cut-off assuming $1,350 per ounce gold.
s. Yauliyacu mine – $17.20 per ounce silver, $2.83 per pound copper and $0.91 per pound lead and $1.02 per pound zinc.
t. Zinkgruvan mine – 3.8% zinc equivalent cut-off for the zinc Resource and 1.0% copper cut-off for the copper Resource, both assuming $2.50 per pound copper and $1.00 per pound lead and zinc.
u. 777 mine – $1,190 per ounce gold, $16.50 per ounce silver, $2.75 per pound copper and $1.16 per pound zinc.
10. The scientific and technical information in this document regarding the Peñasquito mine and the San Dimas mine was sourced by the Company from the following SEDAR (www.sedar.com) filed documents:
a. Peñasquito - Goldcorp annual information form filed on March 29, 2016; and
b. San Dimas - Primero annual information form filed on March 30, 2016.
       
       
        The Company QP's have approved the disclosure of scientific and technical information in respect of the Peñasquito mine and the San Dimas mine in this document.

 
 
 
11. The San Dimas silver purchase agreement provides that Primero will deliver to the Company a per annum amount equal to the first 6.0 million ounces of payable silver produced at the San Dimas mine and 50% of any excess, for the life of mine.
12. The Company's attributable Mineral Resources and Mineral Reserves for the Lagunas Norte, Veladero, Cozamin, and Antamina silver interests, in addition to the Sudbury and 777 gold interests, have been constrained to the production expected for the various contracts.
13. The Antamina Silver Purchase Agreement in respect to the Antamina mine (November 3, 2015) provides that Glencore will deliver 33.75% of the silver production until 140 million ounces are delivered and 22.5% of silver production thereafter, for a 50 year term that can be extended in increments of 10 years at the Company's discretion. Attributable reserves and resources have been calculated on the 33.75% / 22.5% basis.
14. On November 30, 2015, the Company amended its silver purchase agreement with Glencore in respect to the Yauliyacu mine. The term of the agreement which was set to expire in 2026, was extended to life of mine. Additionally, effective January 1, 2016, Glencore will deliver to the Company a per annum amount equal to the first 1.5 million ounces of payable silver produced at Yauliyacu and 50% of any excess.
15. The 777 precious metal purchase agreement provides that Hudbay will deliver 100% of the payable silver for the life of mine and 100% of the payable gold until completion of the Constancia mine, after which the gold stream will reduce to 50%. The gold figures in this table represent the attributable 777 mine Mineral Resources and Mineral Reserves constrained to the production expected for the 777 precious metal purchase agreement.
16. The Rosemont mine Mineral Resources and Mineral Reserves do not include the SX/EW leach material since this process does not recover silver.
17. Effective August 7, 2014, the Company entered into an agreement for a 1.5% net smelter returns royalty on Chesapeake Gold Corp's (Chesapeake) Metates property, located in Mexico. As part of the agreement, Chesapeake will have the right at any time for a period of five years to repurchase two-thirds of the royalty, with the Company retaining a 0.5% royalty interest.
18. The Company has filed an updated technical report for the Salobo mine prepared by Amec Foster Wheeler on www.sedar.com.
19. The Company's agreement with Sandspring is an early deposit structure whereby the Company will have the option not to proceed with the 10% gold stream and 50% silver stream on the Toroparu project following the delivery of a bankable definitive feasibility study.
20. The Company only has the rights to silver contained in concentrates containing less than 15% copper at the Aljustrel mine.

SILVER WHEATON 2016 SECOND QUARTER REPORT [37]




21. Under the terms of the Cotabambas Early Deposit Agreement, the Company will be entitled to purchase 100% of the silver production and 25% of the gold production from the Cotabambas project until 90 million silver equivalent ounces attributable to the Company have been delivered, at which point the stream will drop to 66.67% of silver production and 16.67% of gold production for the life of mine.
22. Silver and gold are produced as by-product metal at all operations with the exception of silver at the Keno Hill mines and Loma de La Plata project and gold at the Toroparu project; therefore, the economic cut-off applied to the reporting of silver and gold Mineral Resources and Mineral Reserves will be influenced by changes in the commodity prices of other metals at the time of reporting.
 
Statements made in this section contain forward-looking information. Please see "Cautionary Note Regarding Forward-Looking Statements" for material risks, assumptions and important disclosure associated with this information.
 
 
 
 
 
 
 
 
 

SILVER WHEATON 2016 SECOND QUARTER REPORT [38]




Cautionary Note Regarding Forward-Looking Statements

The information contained herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking statements, which are all statements other than statements of historical fact, include, but are not limited to, statements with respect to:

· the payment by Silver Wheaton's wholly owned subsidiary, Silver Wheaton (Caymans) Ltd. of $800 million cash consideration to a wholly owned subsidiary of Vale and the satisfaction of each party's obligations in accordance with the amendments to the Salobo gold purchase agreement and the anticipated receipt of estimated additional gold production from the Salobo mine;
· the amendment to the Silver Wheaton common share purchase warrants to reduce the exercise prices from $65 to $43.75;
· payments by Silver Wheaton's wholly owned subsidiary, Silver Wheaton (Caymans) Ltd. to Panoro and its wholly owned subsidiary Cordillera Copper Ltd. in accordance with an early deposit precious metal purchase agreement for the Cotabambas project, including any acceleration of payments, estimated throughput of the Cotabambas project and exploration potential associated with the Cotabambas project;
· the normal course issuer bid ("NCIB") and the number of shares that may be purchased under the NCIB;
· projected increases to Silver Wheaton's production and cash flow profile;
· the expansion and exploration potential at the Salobo mine;
· projected changes to Silver Wheaton's production mix;
· anticipated increases in total throughput at the Salobo mine;
· the effect of the SAT legal claim on Primero's business, financial condition, results of operations and cash flows for 2010-2014 and 2015-2019;
· the estimated future production;
· the future price of commodities;
· the estimation of mineral reserves and mineral resources;
· the realization of mineral reserve estimates;
· the timing and amount of estimated future production (including 2016 and average attributable annual production over the next five years);
· the costs of future production;
· reserve determination;
· estimated reserve conversion rates;
· any statements as to future dividends, the ability to fund outstanding commitments and the ability to continue to acquire accretive precious metal stream interests;
· confidence in the Company's business structure;
· the Company's position relating to any dispute with the CRA and the Company's intention to defend reassessments issued by the CRA; the impact of potential taxes, penalties and interest payable to the CRA; possible audits for taxation years subsequent to 2013; estimates as to amounts that may be reassessed by the CRA in respect of taxation years subsequent to 2010; amounts that may be payable in respect of penalties and interest; the Company's intention to file future tax returns in a manner consistent with previous filings; that the CRA will continue to accept the Company posting security for amounts sought by the CRA under notices of reassessment for the 2005-2010 taxation years or will accept posting security for any other amounts that may be sought by the CRA under other notices of reassessment; the length of time it would take to resolve any dispute with the CRA or an objection to a reassessment; and assessments of the impact and resolution of various tax matters, including outstanding audits, proceedings with the CRA and proceedings before the courts; and
· assessments of the impact and resolution of various legal and tax matters.

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates" or "does not anticipate", or "believes", "potential", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Silver Wheaton to be materially different from those expressed or implied by such forward-looking statements, including but not limited to:

· risks related to the satisfaction of each party's obligations in accordance with the terms of the amendments to the Salobo gold purchase agreement;
· fluctuations in the price of commodities;
· risks related to the mining operations from which Silver Wheaton purchases silver or gold (the "Mining Operations") including risks related to fluctuations in the price of the primary commodities mined at such operations, actual results of mining and exploration activities, environmental, economic and political risks of the jurisdictions in which the Mining Operations are located, and changes in project parameters as plans continue to be refined;

SILVER WHEATON 2016 SECOND QUARTER REPORT [39]




· the absence of control over Mining Operations and having to rely on the accuracy of the public disclosure and other information Silver Wheaton receives from the owners and operators of the Mining Operations as the basis for its analyses, forecasts and assessments relating to its own business;
· differences in the interpretation or application of tax laws and regulations or accounting policies and rules; and Silver Wheaton's interpretation of, or compliance with, tax laws and regulations or accounting policies and rules, is found to be incorrect or the tax impact to the Company's business operations is materially different than currently contemplated;
· any challenge by the CRA of the Company's tax filings is successful and the potential negative impact to the Company's previous and future tax filings;
· the Company's business or ability to enter into precious metal purchase agreements is materially impacted as a result of any CRA reassessment;
· any reassessment of the Company's tax filings and the continuation or timing of any such process is outside the Company's control;
· any requirement to pay reassessed tax;
· the Company is not assessed taxes on its foreign subsidiary's income on the same basis that the Company pays taxes on its Canadian income, if taxable in Canada;
· interest and penalties associated with a CRA reassessment having an adverse impact on the Company's financial position;
· litigation risk associated with a challenge to the Company's tax filings;
· credit and liquidity risks;
· hedging risk;
· competition in the mining industry;
· risks related to Silver Wheaton's acquisition strategy;
· risks related to the market price of the common shares of Silver Wheaton (the "Common Shares") , including with respect to the market price of the Common Shares being too high to ensure that purchases under the NCIB benefit Silver Wheaton or its shareholders;
· equity price risks related to Silver Wheaton's holding of long‑term investments in other exploration and mining companies;
· risks related to the declaration, timing and payment of dividends;
· the ability of Silver Wheaton and the Mining Operations to retain key management employees or procure the services of skilled and experienced personnel;
· litigation risk associated with outstanding legal matters;
· risks related to claims and legal proceedings against Silver Wheaton or the Mining Operations;
· risks relating to unknown defects and impairments;
· risks relating to security over underlying assets;
· risks related to ensuring the security and safety of information systems, including cyber security risks;
· risks related to the adequacy of internal control over financial reporting;
· risks related to governmental regulations;
· risks related to international operations of Silver Wheaton and the Mining Operations;
· risks relating to exploration, development and operations at the Mining Operations;
· risks related to the ability of the companies with which the Company has precious metal purchase agreements to perform their obligations under those precious metal purchase agreements in the event of a material adverse effect on the results of operations, financial condition, cash flows or business of such companies;
· risks related to environmental regulations and climate change;
· the ability of Silver Wheaton and the Mining Operations to obtain and maintain necessary licenses, permits, approvals and rulings;
· the ability of Silver Wheaton and the Mining Operations to comply with applicable laws, regulations and permitting requirements;
· lack of suitable infrastructure and employees to support the Mining Operations;
· uncertainty in the accuracy of mineral reserve and mineral resource estimates;
· inability to replace and expand mineral reserves;
· risks relating to production estimates from Mining Operations, including anticipated timing of the commencement of production by certain Mining Operations;
· uncertainties related to title and indigenous rights with respect to the mineral properties of the Mining Operations;
· fluctuation in the commodity prices other than silver or gold;
· the ability of Silver Wheaton and the Mining Operations to obtain adequate financing;

SILVER WHEATON 2016 SECOND QUARTER REPORT [40]




· the ability of Mining Operations to complete permitting, construction, development and expansion;
· challenges related to global financial conditions;
· risks relating to future sales or the issuance of equity securities; and
· other risks discussed in the section entitled "Description of the Business – Risk Factors" in Silver Wheaton's Annual Information Form available on SEDAR at www.sedar.com, and in Silver Wheaton's Form 40-F filed March 30, 2016 and Form 6-K filed March 16, 2016 both on file with the U.S. Securities and Exchange Commission in Washington, D.C. (the "Disclosure").

Forward-looking statements are based on assumptions management currently believes to be reasonable, including but not limited to:

· the payment by Silver Wheaton (Caymans) Ltd. of $800 million to a wholly owned subsidiary of Vale and the satisfaction of each party's obligations in accordance with the terms of the amendments to the Salobo precious metal purchase agreement;
· the receipt of all necessary approvals for the amendment to the Silver Wheaton common share purchase warrants to reduce the exercise price from $65 to $43.75;
· the satisfaction of each party's obligations in accordance with the Cotabambas early deposit purchase agreement;
· no material adverse change in the market price of commodities;
· that the Mining Operations will continue to operate and the mining projects will be completed in accordance with public statements and achieve their stated production estimates;
· the continuing ability to fund or obtain funding for outstanding commitments;
· Silver Wheaton's ability to source and obtain accretive precious metal stream interests;
· expectations regarding the resolution of legal and tax matters, including the ongoing class action litigation and CRA audit involving the Company;
· Silver Wheaton will be successful in challenging any reassessment by the CRA;
· Silver Wheaton has properly considered the application of Canadian tax law to its structure and operations;
· Silver Wheaton will continue to be permitted to post security for amounts sought by the CRA under notices of reassessment;
· Silver Wheaton has filed its tax returns and paid applicable taxes in compliance with Canadian tax law;
· Silver Wheaton will not change its business as a result of any CRA reassessment;
· Silver Wheaton's ability to enter into new precious metal purchase agreements will not be impacted by any CRA reassessment;
· expectations and assumptions concerning prevailing tax laws and the potential amount that could be reassessed as additional tax, penalties and interest by the CRA;
· any foreign subsidiary income, if taxable in Canada, would be subject to the same or similar tax calculations as Silver Wheaton's Canadian income, including the Company's position, in respect of precious metal purchase agreements with upfront payments paid in the form of a deposit, that the estimates of income subject to tax is based on the cost of precious metal acquired under such precious metal purchase agreements being equal to the market value of such precious metal;
· the estimate of the recoverable amount for any precious metal purchase agreement with an indicator of impairment; and
· such other assumptions and factors as set out in the Disclosure.

Although Silver Wheaton has attempted to identify important factors that could cause actual results, level of activity, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that cause results, level of activity, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Silver Wheaton. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that actual outcomes may vary. The forward-looking statements included herein are for the purpose of providing investors with information to assist them in understanding Silver Wheaton's expected financial and operational performance and may not be appropriate for other purposes. Any forward looking statement speaks only as of the date on which it is made. Silver Wheaton does not undertake to update any forward-looking statements that are included or incorporated by reference herein, except in accordance with applicable securities laws.


SILVER WHEATON 2016 SECOND QUARTER REPORT [41]




 
Cautionary Language Regarding Reserves And Resources

For further information on Mineral Reserves and Mineral Resources and on Silver Wheaton more generally, readers should refer to Silver Wheaton's Annual Information Form for the year ended December 31, 2015 and other continuous disclosure documents filed by Silver Wheaton since January 1, 2016, available on SEDAR at www.sedar.com. Silver Wheaton's Mineral Reserves and Mineral Resources are subject to the qualifications and notes set forth therein. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
 
Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: The information contained herein has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the "CIM Standards"). These definitions differ from the definitions in Industry Guide 7 ("SEC Industry Guide 7") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Also, under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained herein that describes Silver Wheaton's mineral deposits may not be comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder. United States investors are urged to consider closely the disclosure in Silver Wheaton's Form 40-F, a copy of which may be obtained from Silver Wheaton or from http://www.sec.gov/edgar.shtml.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

SILVER WHEATON 2016 SECOND QUARTER REPORT [42]



 
Condensed Interim Consolidated Statements of Earnings

   
Three Months Ended
June 30
Six Months Ended
June 30
(US dollars and shares in thousands, except per share amounts - unaudited)
Note
2016
2015
2016
2015
 
Sales
5
$
212,351
$
164,435
$
399,862
$
294,939
 
Cost of sales
 
 
 
   
 
 
   
Cost of sales, excluding depletion
 
$
60,208
$
47,795
$
116,845
$
82,259
Depletion
 
 
75,074
 
53,327
 
146,417
 
85,372
 
Total cost of sales
 
$
135,282
$
101,122
$
263,262
$
167,631
 
Gross margin
 
$
77,069
$
63,313
$
136,600
$
127,308
 
Expenses and other income
 
 
 
   
 
 
   
General and administrative 1
6
$
9,959
$
7,886
$
20,803
$
16,056
Interest expense
13
 
4,590
 
798
 
11,522
 
2,298
Other expense
7
 
1,599
 
992
 
2,759
 
2,916
 
 
$
16,148
$
9,676
$
35,084
$
21,270
 
Earnings before income taxes
 
$
60,921
$
53,637
$
101,516
$
106,038
Income tax (expense) recovery
19
 
(615)
 
89
 
(231)
 
(2,893)
 
Net earnings
 
$
60,306
$
53,726
$
101,285
$
103,145
   
 
 
   
 
 
   
Basic earnings per share
 
$
0.14
$
0.13
$
0.24
$
0.27
Diluted earnings per share
 
$
0.14
$
0.13
$
0.24
$
0.27
Weighted average number of shares outstanding
 
 
 
   
 
 
   
Basic
17
 
436,726
 
404,138
 
419,838
 
387,464
Diluted
17
 
436,986
 
404,308
 
420,019
 
387,672
1) Equity settled stock based compensation (a non-cash item) included in general and administrative expenses
 
$
1,205
$
1,420
$
2,602
$
3,341




















The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

SILVER WHEATON 2016 SECOND QUARTER REPORT [43]



Condensed Interim Consolidated Statements of Comprehensive Income

   
Three Months Ended
June 30
Six Months Ended
June 30
(US dollars in thousands - unaudited)
Note
2016
2015
2016
2015
Net earnings
 
$
60,306
$
53,726
$
101,285
$
103,145
Other comprehensive income (loss)
 
 
 
   
 
 
   
Items that will not be reclassified to net earnings
 
 
 
   
 
 
   
Gain (loss) on long-term investments - common shares held
9
 
30,581
 
(428)
 
47,453
 
(8,144)
Total comprehensive income
 
$
90,887
$
53,298
$
148,738
$
95,001





















































The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

SILVER WHEATON 2016 SECOND QUARTER REPORT [44]



Condensed Interim Consolidated Balance Sheets


 
Note
June 30
December 31
(US dollars in thousands - unaudited)
2016
2015
Assets
 
 
 
   
Current assets
 
 
 
   
Cash and cash equivalents
 
$
124,490
$
103,297
Accounts receivable
8
 
3,880
 
1,124
Other
 
 
2,923
 
1,455
Total current assets
 
$
131,293
$
105,876
Non-current assets
 
 
 
   
Silver and gold interests
10
$
5,323,048
$
5,469,412
Early deposit - silver and gold interest
11
 
17,766
 
15,725
Royalty interest
12
 
9,107
 
9,107
Long-term investments
9
 
67,229
 
19,776
Other
13.1
 
12,766
 
12,315
Total non-current assets
 
$
5,429,916
$
5,526,335
Total assets
 
$
5,561,209
$
5,632,211
Liabilities
 
 
 
   
Current liabilities
 
 
 
   
Accounts payable and accrued liabilities
 
$
10,686
$
10,664
Current portion of performance share units
16.1
 
3,387
 
1,904
Total current liabilities
 
$
14,073
$
12,568
Non-current liabilities
 
 
 
   
Bank debt
13
$
706,000
$
1,466,000
Deferred income taxes
19
 
193
 
176
Performance share units
16.1
 
1,716
 
2,732
Total non-current liabilities
 
$
707,909
$
1,468,908
Total liabilities
 
$
721,982
$
1,481,476
Shareholders' equity
 
 
 
   
Issued capital
14
$
3,412,454
$
2,815,569
Reserves
15
 
26,322
 
(23,197)
Retained earnings
 
 
1,400,451
 
1,358,363
Total shareholders' equity
 
$
4,839,227
$
4,150,735
Total liabilities and shareholders' equity
 
$
5,561,209
$
5,632,211
Commitments and contingencies
13, 20
 
 
   







The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

SILVER WHEATON 2016 SECOND QUARTER REPORT [45]



Condensed Interim Consolidated Statements of Cash Flows

   
Three Months Ended
June 30
Six Months Ended
June 30
(US dollars in thousands - unaudited)
Note
2016
2015
2016
2015
Operating activities
 
 
 
   
 
 
   
Net earnings
 
$
60,306
$
53,726
$
101,285
$
103,145
Adjustments for
 
 
 
   
 
 
   
Depreciation and depletion
 
 
75,308
 
53,448
 
146,883
 
85,590
Amortization of credit facility origination fees:
 
 
   
 
 
   
Interest expense
 
 
149
 
138
 
406
 
251
Amortization of credit facility origination fees - undrawn facilities
7
 
214
 
225
 
321
 
474
Write off of credit facility origination fees upon repayment of NRT Loan
7
 
-
 
-
 
-
 
1,315
Interest expense
 
 
4,441
 
660
 
11,116
 
2,047
Equity settled stock based compensation
 
 
1,205
 
1,420
 
2,602
 
3,341
Performance share units
16.1
 
(2,142)
 
(684)
 
179
 
98
Deferred income tax expense (recovery)
19
 
603
 
(130)
 
232
 
2,806
Investment income recognized in net earnings
 
(55)
 
(39)
 
(86)
 
(171)
Other
 
 
58
 
(162)
 
88
 
(200)
Change in non-cash working capital
18
 
(705)
 
1,432
 
(3,796)
 
1,582
Cash generated from operations
 
$
139,382
$
110,034
$
259,230
$
200,278
Interest paid - expensed
 
 
(5,155)
 
(758)
 
(11,274)
 
(1,946)
Interest received
 
 
40
 
16
 
65
 
91
Cash generated from operating activities
$
134,267
$
109,292
$
248,021
$
198,423
Financing activities
 
 
 
   
 
 
   
Bank debt repaid
13
$
(665,000)
$
(85,000)
$
(760,000)
$
(1,085,000)
Bank debt drawn
13
 
-
 
-
 
-
 
800,000
Credit facility origination fees
13
 
-
 
(129)
 
(1,300)
 
(4,241)
Shares issued
14
 
632,547
 
-
 
632,547
 
800,000
Share issue costs
 
 
(25,834)
 
(1,045)
 
(25,834)
 
(31,389)
Redemption of share capital
 
 
-
 
-
 
(33,126)
 
-
Share purchase options exercised
 
 
599
 
-
 
599
 
2,887
Dividends paid
14.2
 
(36,740)
 
(34,444)
 
(36,740)
 
(34,444)
Cash (applied to) generated from financing activities
$
(94,428)
$
(120,618)
$
(223,854)
$
447,813
Investing activities
 
 
 
   
 
 
   
Silver and gold interests
10
$
(11)
$
(55)
$
(284)
$
(900,058)
Interest paid - capitalized to silver interests
 
 
-
 
(2,508)
 
(615)
 
(4,332)
Silver and gold interests - early deposit
11
 
(2,041)
 
(1,045)
 
(2,042)
 
(1,058)
Proceeds on disposal of silver interest
10
 
-
 
-
 
-
 
25,000
Proceeds on disposal of long-term investments
9
 
-
 
12
 
-
 
12
Dividend income received
 
 
14
 
23
 
20
 
80
Other
 
 
(60)
 
(1,447)
 
(107)
 
(2,059)
Cash applied to investing activities
$
(2,098)
$
(5,020)
$
(3,028)
$
(882,415)
Effect of exchange rate changes on cash and cash equivalents
$
(27)
$
230
$
54
$
(27)
Increase (decrease) in cash and cash equivalents
$
37,714
$
(16,116)
$
21,193
$
(236,206)
Cash and cash equivalents, beginning of period
 
86,776
 
88,008
 
103,297
 
308,098
Cash and cash equivalents, end of period
 
$
124,490
$
71,892
$
124,490
$
71,892
The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

SILVER WHEATON 2016 SECOND QUARTER REPORT [46]



Condensed Interim Consolidated Statements of Shareholders' Equity

 
 
 
Reserves
 
 
 
 
(US dollars in thousands - unaudited)
Number of Shares (000's)
Issued
Capital
Share Purchase Warrants Reserve
Share Purchase Options Reserve
Restricted Share Units Reserve
Long-Term Investment Revaluation Reserve
(Net of Tax)
Total
Reserves
Retained Earnings
Total
At January 1, 2015
364,778
$
2,037,923
$
53,717
$
24,214
$
3,307
$
(110,079)
$
(28,841)
$
1,619,654
$
3,628,736
Total comprehensive income
 
 
 
               
 
 
 
 
 
 
Net earnings
 
$
-
$
-
$
-
$
-
$
-
$
-
$
49,419
$
49,419
OCI 1
 
 
-
 
-
 
-
 
-
 
(7,716)
 
(7,716)
 
-
 
(7,716)
Total comprehensive income (loss)
 
$
-
$
-
$
-
$
-
$
(7,716)
$
(7,716)
$
49,419
$
41,703
Shares issued
38,930
$
800,000
$
-
$
-
$
-
$
-
$
-
$
-
$
800,000
Share issue costs
 
 
(31,299)
 
-
 
-
 
-
 
-
 
-
 
-
 
(31,299)
DIT 1 recovery
 
 
3,745
 
-
 
-
 
-
 
-
 
-
 
-
 
3,745
Fair value of SBC 1
 
 
-
 
-
 
1,687
 
234
 
-
 
1,921
 
-
 
1,921
Options 1 exercised
229
 
4,127
 
-
 
(1,240)
 
-
 
-
 
(1,240)
 
-
 
2,887
RSUs 1 released
32
 
842
 
-
 
-
 
(842)
 
-
 
(842)
 
-
 
-
Dividends (Note 14.2)
 
 
-
 
-
 
-
 
-
 
-
 
-
 
(20,198)
 
(20,198)
At March 31, 2015
403,969
$
2,815,338
$
53,717
$
24,661
$
2,699
$
(117,795)
$
(36,718)
$
1,648,875
$
4,427,495
Total comprehensive income
 
 
 
               
 
 
 
 
 
 
Net earnings
 
$
-
$
-
$
-
$
-
$
-
$
-
$
53,726
$
53,726
OCI 1
 
 
-
 
-
 
-
 
-
 
(428)
 
(428)
 
-
 
(428)
Total comprehensive income (loss)
 
$
-
$
-
$
-
$
-
$
(428)
$
(428)
$
53,726
$
53,298
Fair value of SBC 1
 
$
-
$
-
$
1,216
$
204
$
-
$
1,420
$
-
$
1,420
Share issue costs
 
 
(135)
 
-
 
-
 
-
 
-
 
-
 
-
 
(135)
DIT 1 expense
 
 
(133)
 
-
 
-
 
-
 
-
 
-
 
-
 
(133)
DRIP 1
322
 
5,959
 
-
 
-
 
-
 
-
 
-
 
-
 
5,959
Dividends (Note 14.2)
 
 
-
 
-
 
-
 
-
 
-
 
-
 
(20,205)
 
(20,205)
Realized loss on disposal of LTI's 1
 
 
-
 
-
 
-
 
-
 
14,651
 
14,651
 
(14,651)
 
-
At June 30, 2015
404,291
$
2,821,029
$
53,717
$
25,877
$
2,903
$
(103,572)
$
(21,075)
$
1,667,745
$
4,467,699
Total comprehensive income
 
 
 
               
 
 
 
 
 
 
Net loss
 
$
-
$
-
$
-
$
-
$
-
$
-
$
(265,187)
$
(265,187)
OCI 1
 
 
-
 
-
 
-
 
-
 
(4,941)
 
(4,941)
 
-
 
(4,941)
Total comprehensive loss
 
$
-
$
-
$
-
$
-
$
(4,941)
$
(4,941)
$
(265,187)
$
(270,128)
Fair value of SBC 1
 
$
-
$
-
$
2,409
$
410
$
-
$
2,819
$
-
$
2,819
DIT 1 expense
 
 
(6,444)
 
-
 
-
 
-
 
-
 
-
 
-
 
(6,444)
Shares cancelled (Note 14.1)
(777)
 
(5,331)
 
-
 
-
 
-
 
-
 
-
 
(3,789)
 
(9,120)
Share issue costs
 
 
58
 
-
 
-
 
-
 
-
 
-
 
-
 
58
DRIP 1
525
 
6,257
 
-
 
-
 
-
 
-
 
-
 
-
 
6,257
Dividends
 
 
-
 
-
 
-
 
-
 
-
 
-
 
(40,406)
 
(40,406)
At December 31, 2015
404,039
$
2,815,569
$
53,717
$
28,286
$
3,313
$
(108,513)
$
(23,197)
$
1,358,363
$
4,150,735
Total comprehensive income
 
 
 
               
 
 
 
 
 
 
Net earnings
 
$
-
$
-
$
-
$
-
$
-
$
-
$
40,979
$
40,979
OCI 1
 
 
-
 
-
 
-
 
-
 
16,872
 
16,872
 
-
 
16,872
Total comprehensive income
 
$
-
$
-
$
-
$
-
$
16,872
$
16,872
$
40,979
$
57,851
Shares cancelled (Note 14.1)
(2,295)
$
(16,017)
$
-
$
-
$
-
$
-
$
-
$
(17,109)
$
(33,126)
DIT 1 expense
 
 
(382)
 
-
 
-
 
-
 
-
 
-
 
-
 
(382)
Fair value of SBC 1
 
 
-
 
-
 
1,197
 
200
 
-
 
1,397
 
-
 
1,397
RSUs 1 released
19
 
378
 
-
 
-
 
(378)
 
-
 
(378)
 
-
 
-
Dividends (Note 14.2)
 
 
-
 
-
 
-
 
-
 
-
 
-
 
(20,088)
 
(20,088)
At March 31, 2016
401,763
$
2,799,548
$
53,717
$
29,483
$
3,135
$
(91,641)
$
(5,306)
$
1,362,145
$
4,156,387
Total comprehensive income
 
 
 
               
 
 
 
 
 
 
Net earnings
 
$
-
$
-
$
-
$
-
$
-
$
-
$
60,306
$
60,306
OCI 1
 
 
-
 
-
 
-
 
-
 
30,581
 
30,581
 
-
 
30,581
Total comprehensive income
 
$
-
$
-
$
-
$
-
$
30,581
$
30,581
$
60,306
$
90,887
Fair value of SBC 1
 
$
-
$
-
$
1,030
$
175
$
-
$
1,205
$
-
$
1,205
Options 1 exercised
33
 
813
 
-
 
(158)
 
-
 
-
 
(158)
 
-
 
655
Shares issued
38,105
 
632,547
 
-
 
-
 
-
 
-
 
-
 
-
 
632,547
Share issue costs
 
 
(26,398)
 
-
 
-
 
-
 
-
 
-
 
-
 
(26,398)
DIT 1 recovery
 
 
595
 
-
 
-
 
-
 
-
 
-
 
-
 
595
DRIP 1
307
 
5,349
 
-
 
-
 
-
 
-
 
-
 
-
 
5,349
Dividends (Note 14.2)
 
 
-
 
-
 
-
 
-
 
-
 
-
 
(22,000)
 
(22,000)
At June 30, 2016
440,208
$
3,412,454
$
53,717
$
30,355
$
3,310
$
(61,060)
$
26,322
$
1,400,451
$
4,839,227

1
Definitions as follows: "OCI" = Other Comprehensive Income (Loss); "SBC" = Equity Settled Stock Based Compensation; "Options" = Share Purchase Options; "RSUs" = Restricted Share Units; "DRIP" = Dividend Reinvestment Plan; "DIT" = Deferred Income Taxes; "LTI's" = Long-Term Investments.
 
The accompanying notes form an integral part of these unaudited condensed interim consolidated financial statements.

SILVER WHEATON 2016 SECOND QUARTER REPORT [47]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)


1. Description of Business and Nature of Operations

Silver Wheaton Corp. ("Silver Wheaton" or the "Company") is a mining company which generates its revenue primarily from the sale of silver and gold. Silver Wheaton Corp., which is the ultimate parent company of its consolidated group, is incorporated and domiciled in Canada, and its principal place of business is at Suite 3500 - 1021 West Hastings Street, Vancouver, British Columbia, V6E 0C3. The Company trades on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the symbol SLW.

The Company had entered into 19 long-term purchase agreements and two early deposit long-term purchase agreements associated with silver and/or gold ("precious metal purchase agreements"), relating to 30 different mining assets (22 of which are currently operating and 8 of which are at various stages of development), whereby Silver Wheaton acquires silver and gold production from the counterparties for a per ounce cash payment which is fixed by contract, generally at or below the prevailing market price.  During the three months ended June 30, 2016, the per ounce price paid by the Company for silver and gold under the agreements averaged $4.46 and $401, respectively. The primary drivers of the Company's financial results are the volume of silver and gold production at the various mines and the price of silver and gold realized by Silver Wheaton upon sale.

The condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2016 were authorized for issue as of August 10, 2016 in accordance with a resolution of the Board of Directors.

2. Significant Accounting Policies

2.1. Basis of Presentation

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value as at the relevant balance sheet date. The consolidated financial statements are presented in United States ("US") dollars, which is the Company's functional currency, and all values are rounded to the nearest thousand US dollars (US$ 000's) unless otherwise noted. References to "Cdn$" refer to Canadian dollars.

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting ("IAS 34"). The accounting policies applied in these unaudited condensed interim consolidated financial statements are based on International Financial Reporting Standards ("IFRS") as issued by the IASB and have been prepared using the same accounting policies and methods of application as disclosed in Note 2 to the audited consolidated financial statements for the year ended December 31, 2015 and were consistently applied to all the periods presented unless otherwise stated below. These unaudited condensed interim consolidated financial statements do not include all the information and note disclosures required by IFRS for annual consolidated financial statements and therefore should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015.

The preparation of financial statements in accordance with IAS 34 requires the use of certain accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present fairly the financial position at June 30, 2016 and the results of operations and cash flows for all periods presented have been made. The interim results are not necessarily indicative of results for a full year.

2.2. Future Changes in Accounting Policies

The IASB has issued the following new or amended standards:

Standards required to be applied for periods beginning on or after January 1, 2018:

· IFRS 9 (2014) – Financial Instruments (amended 2014): In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments ("IFRS 9"). The Company adopted IFRS 9 (2009) – Financial Instruments effective January 1, 2010. The Company is currently evaluating the impact this amended standard is expected to have on its consolidated financial statements.

SILVER WHEATON 2016 SECOND QUARTER REPORT [48]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




· IFRS 15 – Revenue from Contracts with Customers: In May 2014 the IASB and the Financial Accounting Standards Board ("FASB") completed its joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for IFRS and US GAAP. IFRS 15 establishes principles to address the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

Standards required to be applied for periods beginning on or after January 1, 2019:

· IFRS 16 – Leases: In January 2016 the IASB and FASB completed its joint project to address concerns by users of financial statements in respect of reduced comparability between financial statements due to the different accounting treatment applied to operating leases as compared to finance leases by removing the distinction between operating leases and finance leases and rather having all leases accounted for as a finance lease, subject to limited exceptions for short-term leases and leases of low value assets. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

Early adoption of the above standards is permitted.


3. Key Sources of Estimation Uncertainty and Critical Accounting Judgments

The preparation of the Company's condensed interim consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Information about significant areas of estimation uncertainty and judgments made by management in preparing the consolidated financial statements are described below.

Key Sources of Estimation Uncertainty

3.1. Attributable Reserve, Resource and Exploration Potential Estimates

Silver and gold interests are significant assets of the Company, with a carrying value of $5.3 billion at June 30, 2016. This amount represents the capitalized expenditures related to the acquisition of the silver and gold interests, net of accumulated depletion and accumulated impairment charges, if any. The Company estimates the reserves, resources and exploration potential relating to each agreement. Reserves are estimates of the amount of silver or gold contained in ore that can be economically and legally extracted from the mining properties in respect of which the Company has precious metal purchase agreements. Resources are estimates of the amount of silver or gold contained in mineralized material for which there is a reasonable prospect for economic extraction from the mining properties in respect of which the Company has precious metal purchase agreements. Exploration potential represents an estimate of additional reserves and resources which may be discovered through the mine operator's exploration program. The Company adjusts its estimates of reserves, resources (where applicable) and exploration potential (where applicable) to reflect the Company's percentage entitlement to silver and gold produced from such mines. The Company compiles its estimates of its reserves and resources based on information supplied by appropriately qualified persons relating to the geological data on the size, density and grade of the ore body, and require complex geological and geostatistical judgments to interpret the data. The estimation of recoverable reserves and resources is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements, and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. The Company estimates exploration potential based on assumptions surrounding the ore body continuity which requires judgement as to future success of any exploration programs undertaken by the mine operator. Changes in the reserve estimates, resource estimates or exploration potential estimates may impact upon the carrying value of the Company's silver and gold interests and depletion charges.


SILVER WHEATON 2016 SECOND QUARTER REPORT [49]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



3.2. Depletion

The Company's silver and gold interests are separately allocated to reserves, resources and exploration potential. The value allocated to reserves is classified as depletable and is depleted on a unit-of-production basis over the estimated recoverable proven and probable reserves at the mine corresponding to the specific agreement.  The value associated with resources and exploration potential is the value beyond proven and probable reserves at acquisition and is classified as non-depletable until such time as it is transferred to the depletable category as a result of the conversion of resources and/or exploration potential into reserves. To make this allocation, the Company estimates the recoverable reserves, resources and exploration potential at each mining operation. These calculations require the use of estimates and assumptions, including the amount of contained silver and gold, recovery rates and payable rates. Changes to these assumptions may impact the estimated recoverable reserves, resources or exploration potential which could directly impact the depletion rates used. Changes to depletion rates are accounted for prospectively.

3.3. Impairment of Assets

The Company assesses each precious metal purchase agreement at the end of every reporting period to determine whether any indication of impairment exists. If such an indication exists, the recoverable amount of the precious metal purchase agreement is estimated in order to determine the extent of the impairment (if any). The calculation of the recoverable amount requires the use of estimates and assumptions such as long-term commodity prices, discount rates, recoverable ounces of silver and gold, and operating performance.

The price of silver and gold has been extremely volatile over the past several years and should price levels decline in the future for an extended period of time, the Company may need to re-evaluate the long-term metal price assumptions used for impairment testing. A significant decrease in long-term metal price assumptions may be an indication of potential impairment. Should the Company conclude that it has an indication of impairment at any balance sheet date, the Company is required to perform an impairment assessment.

3.4. Valuation of Stock Based Compensation

The Company has various forms of stock based compensation, including share purchase options, restricted share units ("RSUs") and performance share units ("PSUs"). The calculation of the fair value of share purchase options, RSUs and PSUs issued requires the use of estimates as more fully described in Notes 15.2, 15.3, and 16.1, respectively.

3.5. Contingencies

Due to the size, complexity and nature of the Company's operations, various legal and tax matters are outstanding from time to time, including a dispute with the Canada Revenue Agency ("CRA") in respect of the Company's international transactions covering the 2005 to 2010 taxation years and an audit of the 2011 to 2013 taxation years, respectively. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. If the Company is unable to resolve any of these matters favorably, there may be a material adverse impact on the Company's financial performance, cash flows or results of operations. In the event that management's estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements in the appropriate period relative to when such changes occur.  Refer to Note 20 for more information.

Critical Accounting Judgments

3.6. Functional Currency

The functional currency for the Company and each of its subsidiaries is the currency of the primary economic environment in which the entity operates. As a result of the following factors, the Company has determined that the functional currency of each entity is the US dollar:

· The entities' revenues are denominated in US dollars;
· The entities' cash cost of sales are denominated in US dollars;
· The majority of the entities' cash is held in US dollars; and
· The Company generally seeks to raise capital in US dollars.

SILVER WHEATON 2016 SECOND QUARTER REPORT [50]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

3.7. Income Taxes

The interpretation and application of existing tax laws, regulations or rules in Canada, the Cayman Islands, Barbados, Luxembourg, the Netherlands or any of the countries in which the Company's subsidiaries or the mining operations are located or to which shipments of silver or gold are made requires the use of judgment. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on facts and circumstances of the relevant tax position considering all available evidence. Differing interpretation of these laws, regulations or rules could result in an increase in the Company's taxes, or other governmental charges, duties or impositions. Refer to Note 20 for more information.

In assessing the probability of realizing deferred income tax assets, the Company makes estimates related to expectations of future taxable income and expected timing of reversals of existing temporary differences. Such estimates are based on forecasted cash flows from operations which require the use of estimates and assumptions such as long-term commodity prices and recoverable ounces of silver and gold. The estimates and assumptions are consistent with those used in testing asset impairment of precious metal purchase agreements. The amount of deferred income tax assets recognized on the balance sheet could be reduced if the actual results differ significantly from forecast. The Company reassesses its deferred income tax assets at the end of each reporting period.

4. Fair Value Measurements

The Company classifies its fair value measurements within a fair value hierarchy, which reflects the significance of the inputs used in making the measurements as defined in IFRS 13 – Fair Value Measurements ("IFRS 13").

Level 1 - Unadjusted quoted prices at the measurement date for identical assets or liabilities in active markets.

Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Unobservable inputs which are supported by little or no market activity.

The following table sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by IFRS 13, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


 
June 30, 2016
 
(in thousands)
Total
Level 1
Level 2
Level 3
 
Trade receivables from provisional concentrate sales, net of fair value adjustment
$
2,053
$
-
$
2,053
$
-
 
Long-term investments - common shares held
 
67,229
 
67,229
 
-
 
-
 
 
$
69,282
$
67,229
$
2,053
$
-


SILVER WHEATON 2016 SECOND QUARTER REPORT [51]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




 
December 31, 2015
 
(in thousands)
Total
Level 1
Level 2
Level 3
 
Trade receivables from provisional concentrate sales, net of fair value adjustment
$
815
$
-
$
815
$
-
 
Long-term investments - common shares held
 
19,776
 
19,776
 
-
 
-
 
 
$
20,591
$
19,776
$
815
$
-


The Company's trade receivables and accrued liabilities from provisional concentrate sales are valued based on forward prices of silver and gold to the expected date of final settlement (Note 5). As such, these receivables and/or liabilities are classified within Level 2 of the fair value hierarchy.

The Company's long-term investments in common shares held are valued using quoted market prices in active markets and, as such, are classified within Level 1 of the fair value hierarchy. The fair value of the long-term investments in common shares held is calculated as the quoted market price of the common share multiplied by the quantity of shares held by the Company.

Cash and cash equivalents are reported at amortized cost. Other accounts receivables and accounts payables and accrued liabilities are non-interest bearing and are stated at carrying values, which approximate fair values due to the short terms to maturity. Where necessary, other receivables are reported net of allowances for uncollectable amounts.

The Company's bank debt (Note 13) is reported at amortized cost using the effective interest method. The carrying value of the bank debt approximates its fair value.

5. Revenue

 
Three Months Ended
June 30
 
Six Months Ended
June 30
(in thousands)
2016
2015
2016
2015
Sales
 
 
 
     
 
 
 
     
Silver
 
 
 
     
 
 
 
     
Silver credit sales
$
105,708
50%
$
75,879
46%
$
194,875
49%
$
152,629
52%
Concentrate sales
 
17,003
8%
 
15,673
9%
 
38,684
9%
 
34,935
12%
 
$
122,711
58%
$
91,552
55%
$
233,559
58%
$
187,564
64%
Gold
 
 
 
     
 
 
 
     
Gold credit sales
$
89,320
42%
$
68,536
42%
$
154,921
39%
$
98,243
33%
Concentrate sales
 
320
0%
 
4,347
3%
 
11,382
3%
 
9,132
3%
 
$
89,640
42%
$
72,883
45%
$
166,303
42%
$
107,375
36%
Total sales revenue
$
212,351
100%
$
164,435
100%
$
399,862
100%
$
294,939
100%

Silver and Gold Credit Sales

Under certain precious metal purchase agreements, silver and/or gold is acquired from the mine operator in the form of silver or gold credits, which is then sold through a network of third party brokers or dealers. Revenue from silver and gold credit sales is recognized at the time of the sale of such credits, which is also the date that title to the silver or gold passes to the third party dealer or broker. The Company will occasionally enter into forward contracts in relation to silver or gold deliveries that it is highly confident will occur within a given quarter.

SILVER WHEATON 2016 SECOND QUARTER REPORT [52]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



No forward contracts were outstanding at June 30, 2016 or June 30, 2015. The sales price is fixed at the delivery date based on either the terms of these short-term forward sales contracts or the spot price of silver or gold.

Concentrate Sales

Under certain precious metal purchase agreements, silver and/or gold is acquired from the mine operator in concentrate form, which is then sold under the terms of the concentrate sales contracts to third-party smelters or traders. Where the Company acquires silver or gold in concentrate form, final silver or gold prices are set on a specified future quotational period (the "Quotational Period") pursuant to the concentrate sales contracts with third-party smelters, typically one to three months after the shipment date, based on market prices for silver or gold. Revenues and the associated cost of sales are recorded on a gross basis under these contracts at the time title passes to the buyer based on the forward price for the expected settlement period. The contracts, in general, provide for a provisional payment based upon provisional assays and quoted silver and gold prices. Final settlement is based upon the average applicable price for the Quotational Period applied to the actual number of silver or gold ounces recovered calculated using confirmed smelter weights and settlement assays. Final settlement generally occurs from three to six months after shipment. The Company's provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting. The embedded derivative is recorded on the balance sheet as a derivative asset in Accounts Receivable or as a derivative liability in Accounts Payable and Accrued Liabilities and is adjusted to fair value through revenue each period until the date of final settlement.


6. General and Administrative

   
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
Note
2016
2015
2016
2015
Salaries and benefits
 
 
 
   
 
 
   
Salaries and benefits, excluding PSUs
 
$
3,060
$
2,953
$
5,996
$
5,921
PSUs
16.1
 
708
 
585
 
3,029
 
1,471
Total salaries and benefits
 
$
3,768
$
3,538
$
9,025
$
7,392
Depreciation
 
 
235
 
121
 
466
 
217
Charitable donations
 
 
220
 
405
 
907
 
1,051
Professional fees
 
 
2,164
 
384
 
3,253
 
665
Other
 
 
2,367
 
2,018
 
4,550
 
3,390
Cash settled general and administrative
 
$
8,754
$
6,466
$
18,201
$
12,715
Equity settled stock based compensation (a non-cash expense)
 
 
1,205
 
1,420
 
2,602
 
3,341
Total general and administrative
 
$
9,959
$
7,886
$
20,803
$
16,056



SILVER WHEATON 2016 SECOND QUARTER REPORT [53]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



7. Other Expense (Income)

   
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
Note
2016
2015
2016
2015
Dividend income
 
$
(14)
$
(23)
$
(20)
$
(80)
Interest income
 
 
(40)
 
(16)
 
(66)
 
(91)
Stand-by fees
13
 
1,005
 
897
 
1,430
 
1,684
Foreign exchange loss (gain)
 
 
52
 
(91)
 
588
 
(464)
Amortization of credit facility origination fees - undrawn facilities
13
 
214
 
225
 
321
 
474
Write off of credit facility origination fees upon the repayment of the NRT Loan
13
 
-
 
-
 
-
 
1,315
Other
 
 
382
 
-
 
506
 
78
Total other expense (income)
 
$
1,599
$
992
$
2,759
$
2,916


Write Off of Debt Issue Costs upon the Repayment of the NRT Loan

On February 27, 2015, the Company repaid its non-revolving term loan and, as a result, expensed the remaining unamortized credit facility origination fees of $1 million on that date.

8. Accounts Receivable


   
June 30
December 31
(in thousands)
Note
2016
2015
Trade receivables from provisional concentrate sales, net of fair value adjustment
5
$
3,435
$
815
Other accounts receivables
 
 
445
 
309
Total accounts receivable
 
$
3,880
$
1,124


9. Long-Term Investments


 
Jun 30, 2016
Three Months
Ended
Jun 30, 2016
Six Months
Ended
Jun 30, 2016
Dec 31, 2015
(in thousands)
Fair Value
Fair Value Adjustment Gains
Included in OCI
Fair Value
Bear Creek
 $           29,671
 $           16,376
 $           24,113
 $             5,558
Other
37,558
14,205
23,340
14,218
Total common shares held
 $           67,229
 $           30,581
 $           47,453
 $           19,776

SILVER WHEATON 2016 SECOND QUARTER REPORT [54]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




 
Jun 30, 2015
Three Months
Ended
Jun 30, 2015
Six Months
Ended
Jun 30, 2015
Six Months Ended
Jun 30, 2015
(in thousands)
Fair Value
Fair Value Adjustment Gain
(Losses) Included in OCI
Realized Loss
on Disposal
Bear Creek
 $             9,889
 $            (2,347)
 $            (6,347)
 $                    -
Revett
                          -
                      13
               (1,401)
          (11,870)
Other
              14,828
                 1,906
                  (396)
            (2,781)
Total common shares held
 $           24,717
 $               (428)
 $            (8,144)
 $       (14,651)


The Company's long-term investments in common shares ("LTI's") are held for long-term strategic purposes and not for trading purposes. As such, the Company has elected to reflect any fair value adjustments as a component of other comprehensive income ("OCI"). The cumulative gain or loss will not be reclassified to net earnings on disposal of these long-term investments.

By holding these long-term investments, the Company is inherently exposed to various risk factors including currency risk, market price risk and liquidity risk.


10. Silver and Gold Interests


 
Six Months Ended June 30, 2016
 
Cost
Accumulated Depletion & Impairment
Carrying
Amount
Jun 30, 2016
(in thousands)
Balance
Jan 1, 2016
Additions
Balance
Jun 30, 2016
Balance
Jan 1, 2016
Depletion
Balance
Jun 30, 2016
Silver interests
     
 
 
 
     
 
 
 
 
San Dimas
$
190,331
$
-
$
190,331
$
(43,776)
$
(3,065)
$
(46,841)
$
143,490
Yauliyacu
 
279,463
 
-
 
279,463
 
(114,181)
 
(6,828)
 
(121,009)
 
158,454
Peñasquito
 
524,626
 
-
 
524,626
 
(93,779)
 
(5,600)
 
(99,379)
 
425,247
Antamina
 
900,289
 
53
 
900,342
 
(13,308)
 
(40,560)
 
(53,868)
 
846,474
Other 1
 
1,353,216
 
-
 
1,353,216
 
(396,215)
 
(21,811)
 
(418,026)
 
935,190
 
$
3,247,925
$
53
$
3,247,978
$
(661,259)
$
(77,864)
$
(739,123)
$
2,508,855
Gold interests
       
 
 
 
     
 
 
 
 
Sudbury 2
$
623,864
$
-
$
623,864
$
(117,614)
$
(16,023)
$
(133,637)
$
490,227
Salobo
 
2,230,368
 
-
 
2,230,368
 
(73,611)
 
(34,182)
 
(107,793)
 
2,122,575
Other 3
 
538,290
 
-
 
538,290
 
(318,551)
 
(18,348)
 
(336,899)
 
201,391
 
$
3,392,522
$
-
$
3,392,522
$
(509,776)
$
(68,553)
$
(578,329)
$
2,814,193
 
$
6,640,447
$
53
$
6,640,500
$
(1,171,035)
$
(146,417)
$
(1,317,452)
$
5,323,048

1) Comprised of the Los Filos, Zinkgruvan, Stratoni, Keno Hill, Cozamin, Neves-Corvo, Minto, Aljustrel, Loma de La Plata, Pascua-Lama, Lagunas Norte, Pierina, Veladero, Rosemont, 777 and Constancia silver interests.
2) Comprised of the Coleman, Copper Cliff, Garson, Stobie, Creighton, Totten and Victor gold interests.
3) Comprised of the Minto, Rosemont, 777 and Constancia gold interests.


SILVER WHEATON 2016 SECOND QUARTER REPORT [55]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




 
Year Ended December 31, 2015
 
Cost
Accumulated Depletion & Impairment
Carrying
Amount
Dec 31, 2015
(in thousands)
Balance
Jan 1, 2015
Additions
(Reductions)
Balance
 Dec 31, 2015
Balance
Jan 1, 2015
Depletion &
Impairment
Balance
 Dec 31, 2015
Silver interests
       
 
 
       
 
 
 
 
San Dimas
$
190,331
$
-
$
190,331
$
(37,380)
$
(6,396)
$
(43,776)
$
146,555
Yauliyacu 1
 
285,292
 
(5,829)
 
279,463
 
(97,814)
 
(16,367)
 
(114,181)
 
165,282
Peñasquito
 
524,626
 
-
 
524,626
 
(73,481)
 
(20,298)
 
(93,779)
 
430,847
Antamina
 
-
 
900,289
 
900,289
 
-
 
(13,308)
 
(13,308)
 
886,981
Other 2
 
1,343,083
 
10,133
 
1,353,216
 
(178,008)
 
(218,207)
 
(396,215)
 
957,001
 
$
2,343,332
$
904,593
$
3,247,925
$
(386,683)
$
(274,576)
$
(661,259)
$
2,586,666
Gold interests
       
 
 
       
 
 
 
 
Sudbury 3
$
623,864
$
-
$
623,864
$
(40,002)
$
(77,612)
$
(117,614)
$
506,250
Salobo
 
1,330,311
 
900,057
 
2,230,368
 
(28,109)
 
(45,502)
 
(73,611)
 
2,156,757
Other 4
 
538,290
 
-
 
538,290
 
(132,738)
 
(185,813)
 
(318,551)
 
219,739
 
$
2,492,465
$
900,057
$
3,392,522
$
(200,849)
$
(308,927)
$
(509,776)
$
2,882,746
 
$
4,835,797
$
1,804,650
$
6,640,447
$
(587,532)
$
(583,503)
$
(1,171,035)
$
5,469,412

1) On November 30, 2015, the Company amended its silver purchase agreement with Glencore. The term of the agreement, which was set to expire in 2026, was extended to the life of mine. Glencore will deliver a per annum amount to Silver Wheaton equal to the first 1.5 million ounces of payable silver produced at Yauliyacu and 50% of any excess. In conjunction with this amendment, Glencore agreed to waive amounts totaling $6 million which were due under the original agreement. The Company has treated this waiver as a reduction to the cost base of the silver interest.
2) Comprised of the Los Filos, Zinkgruvan, Stratoni, Keno Hill, Cozamin, Neves-Corvo, Minto, Aljustrel, Loma de La Plata, Pascua-Lama, Lagunas Norte, Pierina, Veladero, Rosemont, 777 and Constancia silver interests.
3) Comprised of the Coleman, Copper Cliff, Garson, Stobie, Creighton, Totten and Victor gold interests.
4) Comprised of the Minto, Rosemont, 777 and Constancia gold interests.


SILVER WHEATON 2016 SECOND QUARTER REPORT [56]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



The value allocated to reserves is classified as depletable upon a mining operation achieving first production and is depleted on a unit-of-production basis over the estimated recoverable proven and probable reserves at the mine. The value associated with resources and exploration potential is allocated at acquisition and is classified as non-depletable until such time as it is transferred to the depletable category, generally as a result of the conversion of resources or exploration potential into reserves.


 
June 30, 2016
December 31, 2015
(in thousands)
Depletable
Non-
Depletable
Total
Depletable
Non-
Depletable
Total
Silver interests
 
 
 
 
 
 
           
San Dimas
$
37,938
$
105,552
$
143,490
$
19,443
$
127,112
$
146,555
Yauliyacu
 
31,521
 
126,933
 
158,454
 
17,814
 
147,468
 
165,282
Peñasquito
 
289,717
 
135,530
 
425,247
 
251,133
 
179,714
 
430,847
Antamina
 
461,839
 
384,635
 
846,474
 
502,115
 
384,866
 
886,981
Other 1
 
352,092
 
583,098
 
935,190
 
372,912
 
584,089
 
957,001
 
$
1,173,107
$
1,335,748
$
2,508,855
$
1,163,417
$
1,423,249
$
2,586,666
Gold interests
 
 
 
 
 
 
           
Sudbury 2
$
382,529
$
107,698
$
490,227
$
366,480
$
139,770
$
506,250
Salobo
 
1,739,598
 
382,977
 
2,122,575
 
1,765,166
 
391,591
 
2,156,757
Other 3
 
193,412
 
7,979
 
201,391
 
205,007
 
14,732
 
219,739
 
$
2,315,539
$
498,654
$
2,814,193
$
2,336,653
$
546,093
$
2,882,746
 
$
3,488,646
$
1,834,402
$
5,323,048
$
3,500,070
$
1,969,342
$
5,469,412

1) Comprised of the Los Filos, Zinkgruvan, Stratoni, Keno Hill, Cozamin Neves-Corvo, Minto, Aljustrel, Loma de La Plata, Pascua-Lama, Lagunas Norte, Pierina, Veladero, Rosemont, 777 and Constancia silver interests.
2) Comprised of the Coleman, Copper Cliff, Garson, Stobie, Creighton, Totten and Victor gold interests.
3) Comprised of the Minto, Rosemont, 777 and Constancia gold interests.


11. Early Deposit – Silver and Gold Interests

The Company has entered into two early deposit precious metal purchase agreements relative to early stage development projects whereby Silver Wheaton can choose not to proceed with the agreement once certain documentation has been received including, but not limited to, feasibility studies, environmental studies and impact assessment studies. Once Silver Wheaton has elected to proceed with the agreement, the carrying value of the stream will be transferred to Silver and Gold Interests.

Toroparu

On November 11, 2013, the Company entered into an agreement (amended on April 22, 2015) to acquire from Sandspring Resources Ltd. ("Sandspring") an amount of silver and gold equal to 50% of the silver production and 10% of the gold production from its Toroparu project ("Toroparu"), located in the Republic of Guyana, South America, for the life of mine (the "Toroparu Early Deposit Agreement"). Under the Toroparu Early Deposit Agreement, Silver Wheaton agreed to pay Sandspring a total upfront cash consideration of $154 million, of which $16 million has been paid to date, with the additional $138 million payable on an installment basis to partially fund construction of the mine once certain conditions have been satisfied.

Following the delivery of certain feasibility documentation or after December 31, 2016 if the feasibility documentation has not been delivered to Silver Wheaton by such date, Silver Wheaton may elect not to proceed with the agreement or not pay the balance of the upfront consideration and reduce the gold stream percentage from 10% to 0.909% and the silver stream percentage from 50% to nil. If Silver Wheaton elects to terminate, Silver Wheaton will be entitled to a return of the amounts advanced less $2 million which is non-refundable on the occurrence of certain events. If Silver Wheaton elects to reduce the streams, Sandspring may return the amount of the deposit already advanced less $2 million to Silver Wheaton and terminate the agreement.

SILVER WHEATON 2016 SECOND QUARTER REPORT [57]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



Cotabambas

On March 21, 2016, the Company announced that it had entered into the Cotabambas Early Deposit Agreement to acquire from Panoro Minerals Ltd. ("Panoro") an amount of silver and gold equal to 100% of the silver production and 25% of the gold production from its Cotabambas project located in Peru until 90 million silver equivalent ounces attributable to the Company have been produced, at which point the stream will decrease to 66.67% of silver production and 16.67% of gold production for the life of mine. Under the terms of the agreement, Silver Wheaton will pay a total upfront cash consideration of $140 million, of which $2 million has been paid to date, $12 million is payable on an installment basis spread out over a period of up to nine years (subject to certain conditions), with the remainder to be payable on an installment basis to partially fund construction of the mine once certain conditions have been satisfied. In addition, Silver Wheaton will make ongoing payments of the lesser of $5.90 per ounce of silver and $450 per ounce of gold (both subject to an inflationary adjustment of 1% beginning in the fourth year after the completion test is satisfied) or the prevailing market price per ounce of silver and gold delivered.

Following the delivery of certain feasibility documentation, the Company may elect to terminate the Cotabambas Early Deposit Agreement. If the Company elects to terminate, the Company will be entitled to a return of the portion of the $14 million paid less $2 million, with this repayment being due upon certain triggering events occurring. Until January 1, 2020, Panoro has a one-time option to repurchase 50% of the precious metal stream on a change of control for an amount based on a calculated rate of return for the Company.

12. Royalty Agreement

On August 7, 2014, the Company purchased a 1.5% net smelter return royalty interest (the "Royalty") in the Metates properties from Chesapeake Gold Corp. ("Chesapeake") for the life of mine. Under the terms of the agreement, the Company paid total upfront cash consideration of $9 million and at any time prior to August 7, 2019, Chesapeake may reacquire two-thirds (⅔) of the Royalty, or 1%, for the sum of $9 million. The Company also has a right of first refusal on any silver streaming, royalty or any other transaction on the Metates properties.

To date, no revenue has been recognized and no depletion has been taken with respect to this royalty agreement.
 
 
 
 
 
 


SILVER WHEATON 2016 SECOND QUARTER REPORT [58]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



13. Credit Facilities

13.1. Bank Debt

 
June 30, 2016
(in thousands)
Revolving
Facility
Current portion
$
 -
Long-term portion
 
706,000
Gross bank debt outstanding 1
$
706,000
Three months ended June 30, 2016:
 
 
Interest capitalized during the period
$
 -
Interest expensed during the period
 
4,590
Total interest incurred during the period
$
4,590
Effective interest rate
 
2.21%
Six months ended June 30, 2016:
 
 
Interest capitalized during the period
$
 -
Interest expensed during the period
 
11,522
Total interest incurred during the period
$
11,522
Effective interest rate
 
2.04%

1) There is $7 million unamortized debt issue costs associated with the Revolving Facility which have been recorded as a long-term asset under the classification Other.

SILVER WHEATON 2016 SECOND QUARTER REPORT [59]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




 
December 31, 2015
(in thousands)
NRT
Loan¹
Revolving Facility
Total
Current portion
$
 -
$
 -
$
 -
Long-term portion
 
 -
 
1,466,000
 
1,466,000
Gross bank debt outstanding 2
$
 -
$
1,466,000
$
1,466,000
Three months ended June 30, 2015:
           
Interest capitalized during the period
$
 -
$
2,473
$
2,473
Interest expensed during the period
 
 -
 
798
 
798
Total interest incurred during the period
$
 -
$
3,271
$
3,271
Effective interest rate
 
n/a
 
1.70%
 
1.70%
Six months ended June 30, 2015:
           
Interest capitalized during the period
$
1,533
$
3,492
$
5,025
Interest expensed during the period
 
1,332
 
966
 
2,298
Total interest incurred during the period
$
2,865
$
4,458
$
7,323
Effective interest rate
 
1.72%
 
1.77%
 
1.75%

1) The NRT Loan was fully repaid on February 27, 2015.
2) There was $6 million unamortized debt issue costs at December 31, 2015 associated with the Revolving Facility which have been recorded as a long-term asset under the classification Other.

The Company's Revolving Facility has financial covenants which require the Company to maintain: (i) a net debt to tangible net worth ratio of less than or equal to 0.75:1; and (ii) an interest coverage ratio of greater than or equal to 3.00:1. Only cash interest expenses are included for the purposes of calculating the interest coverage ratio. The Company is in compliance with these debt covenants.

On March 18, 2016, the term of the revolving credit facility was extended by an additional year, with the facility now maturing on February 27, 2021.

At the Company's option, amounts drawn under the Revolving Facility incur interest based on the Company's leverage ratio at either (i) LIBOR plus 1.20% to 2.20%; or (ii) the Bank of Nova Scotia's Base Rate plus 0.20% to 1.20%.  Undrawn amounts under the Revolving Facility are subject to a stand-by fee of 0.24% to 0.44% per annum, dependent on the Company's leverage ratio.

The Revolving Facility can be drawn down at any time to finance acquisitions, investments or for general corporate purposes.

The Company's bank debt is classified as a financial liability and reported at amortized cost using the effective interest method.

13.2. Letter of Guarantee

As more fully disclosed in Note 20, on March 15, 2016, the Company entered into a Letter of Guarantee in favour of Her Majesty the Queen in Right of Canada, as represented by the Minister of National Revenue in the amount of Cdn$192 million. The Letter of Guarantee, which renews annually and has no set expiration date, carries an annual fee of 100 basis points.



SILVER WHEATON 2016 SECOND QUARTER REPORT [60]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



14. Issued Capital
 
 
 
Note
 
 June 30
 
December 31 
(US dollars in thousands)
 
 2016
 
 2015
 
Issued capital
 
 
     
 
Share capital issued and outstanding: 440,207,600 common shares (December 31, 2015:  404,039,065 common shares)
14.1
$
 3,412,454
$
2,815,569

 
14.1. Shares Issued

The Company is authorized to issue an unlimited number of common shares having no par value and an unlimited number of preference shares issuable in series. As at June 30, 2016, the Company had no preference shares outstanding.

The Company has received TSX approval to purchase up to 20,229,671 common shares over a period of twelve months ending on September 22, 2016. On January 27, 2016, Silver Wheaton announced that it had entered into an automatic securities purchase plan (the "Plan") with a broker in order to facilitate repurchases of its Common Shares under the previously announced normal course issuer bid ("NCIB"). Purchases under the Plan were made by Silver Wheaton's broker based on the parameters prescribed by the TSX and the NYSE, applicable Canadian securities laws and the terms of the parties' written agreement. Under the Plan, the broker was authorized to purchase Common Shares under the NCIB when Silver Wheaton would ordinarily not be permitted.

On April 14, 2016, the Company completed a bought-deal common share financing (the "Offering"), whereby a total of 38,105,250 common shares (inclusive of the underwriters' over-allotment option) of Silver Wheaton were sold at a price of $16.60 per share, for aggregate gross proceeds to Silver Wheaton of approximately $633 million. After deducting underwriter commissions, the Company raised total net proceeds of approximately $607 million, which was used to repay a portion of the debt that was drawn on the Company's $2 billion revolving credit facility in November 2015 for the $900 million purchase of the silver stream on the Antamina mine in Peru.

As a result of the Offering, the Plan has now terminated though the NCIB remains in effect on the same terms and subject to the same restrictions as disclosed above.
 
 


SILVER WHEATON 2016 SECOND QUARTER REPORT [61]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



A continuity schedule of the Company's issued and outstanding common shares from January 1, 2015 to June 30, 2016 is presented below:
 
Number
of
Shares
Weighted
Average
Price
At January 1, 2015
364,777,928
 
Shares issued 1
38,930,000
US$20.55
Share purchase options exercised 2
229,000
Cdn$15.89
Restricted share units released 2
32,287
$0.00
At March 31, 2015
403,969,215
 
Dividend reinvestment plan 3
322,031
US$18.51
At June 30, 2015
404,291,246
 
Shares cancelled 4, 5
(777,214)
US$6.86
Dividend reinvestment plan 3
525,033
US$11.92
At December 31, 2015
404,039,065
 
Shares cancelled 5
(2,295,665)
US$6.98
Restricted share units released 2
19,386
$0.00
At March 31, 2016
401,762,786
 
Shares issued
38,105,250
US$16.60
Share purchase options exercised 2
32,400
Cdn$25.97
Dividend reinvestment plan 3
307,164
US$17.41
At June 30, 2016
440,207,600
 

1) In connection with the March 2, 2015 amendment made to the Salobo precious metal purchase agreement, the Company raised gross proceeds of $800 million through the issuance of 38,930,000 common shares at $20.55 per share.
2) The weighted average price of share purchase options exercised and restricted share units released represents the respective exercise price.
3) The Company has implemented a dividend reinvestment plan ("DRIP") whereby shareholders can elect to have dividends reinvested directly into additional Silver Wheaton common shares. The weighted average price for common shares issued under the DRIP represents the volume weighted average price of the common shares on the five trading days preceding the dividend payment date, less a discount of 3%.
4) Includes 764,789 common shares purchased and cancelled in accordance with the NCIB in addition to 12,425 common shares which were cancelled in accordance with the terms of the May 21, 2009 acquisition of Silverstone Resources Corp.
5) The weighted average price of shares cancelled represents the weighted average price of the Company's common shares when originally issued.

14.2. Dividends Declared

During the three months ended June 30, 2016, the Company declared and paid dividends to its shareholders in the amount of $0.05 per common share for total dividends of $22 million, with the payment being comprised of $19 million in cash and $3 million in common shares issued, with the Company issuing 170,256 common shares under the Company's dividend reinvestment plan (six months - $0.10 per common share for total dividends of $42 million, all of which was paid during the three months ended June 30, 2016, with the payment being comprised of $37 million in cash and $5 million in common shares issued, with the Company issuing 307,164 common shares under the Company's dividend reinvestment plan).

During the three months ended June 30, 2015, the Company declared and paid dividends to its shareholders in the amount of $0.05 per common share for total dividends of $20 million, with the payment being comprised of $16 million in cash and $4 million in common shares issued, with the Company issuing 193,385 common shares under the Company's dividend reinvestment plan (six months - $0.10 per common share for total dividends of $40 million, all of which was paid during the three months ended June 30, 2015, with the payment being comprised of $34 million in cash and $6 million in common shares issued, with the Company issuing 322,031 common shares under the Company's dividend reinvestment plan).

As at June 30, 2016, cumulative dividends of $564 million have been declared by the Company.


SILVER WHEATON 2016 SECOND QUARTER REPORT [62]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



15. Reserves

 
Note
 
June 30
 
December 31
(in thousands)
2016
2015
Reserves
 
 
 
   
Share purchase warrants
15.1
$
53,717
$
53,717
Share purchase options
15.2
 
30,355
 
28,286
Restricted share units
15.3
 
3,310
 
3,313
Long-term investment revaluation reserve, net of tax
15.4
 
(61,060)
 
(108,513)
Total reserves
 
$
26,322
$
(23,197)


15.1. Share Purchase Warrants

A continuity schedule of the Company's share purchase warrants ("warrants") from January 1, 2015 to June 30, 2016 is presented below:
 
Warrants Outstanding
Weighted Average Exercise Price
Exchange Ratio
Share Purchase Warrants Reserve
At December 31, 2015 and June 30, 2016
10,000,000
$65.00
1.00
$
53,717

In connection with the Company's acquisition of the Sudbury gold interest, on February 28, 2013, the Company issued to Vale warrants to purchase 10 million common shares of Silver Wheaton at an exercise price of $65 per warrant. The warrants, which expire on February 28, 2023, were valued using a Black-Scholes option pricing model.

Each warrant entitles the holder the right to purchase one of the Company's common shares.

The Company has agreed to amend the exercise price for the warrants to $43.75 in connection with the recent amendments to the Salobo gold purchase agreement (see Note 22). The amended warrants will become effective on August 16, 2016.


15.2. Share Purchase Options

The Company has established an equity settled share purchase option plan whereby the Company's Board of Directors may, from time to time, grant options to employees or consultants. The maximum term of any share purchase option may be ten years, but generally options are granted for five years. The exercise price of an option is not less than the closing price on the TSX on the last trading day preceding the grant date. The vesting period of the options is determined at the discretion of the Company's Board of Directors at the time the options are granted, but generally vest over a period of two years.

Each share purchase option converts into one common share of Silver Wheaton on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options do not carry rights to dividends or voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry, subject to certain black-out periods.

The Company expenses the fair value of share purchase options that are expected to vest on a straight-line basis over the vesting period using the Black-Scholes option pricing model to estimate the fair value for each option at the date of grant. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions. The model requires the use of subjective assumptions, including expected share price volatility; historical data has been considered in setting the assumptions. Expected volatility is determined by considering the trailing 30-month historic average share price volatility. The weighted average fair value of share purchase options granted and principal assumptions used in applying the Black-Scholes option pricing model are as follows:

SILVER WHEATON 2016 SECOND QUARTER REPORT [63]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




 
Three Months Ended
June 30
Six Months Ended
June 30
 
2016
2015
2016
2015
Black-Scholes weighted average assumptions
 
 
 
 
Grant date share price and exercise price
n/a
n/a
Cdn$23.26
Cdn$25.48
Expected dividend yield
n/a
n/a
1.15%
1.06%
Expected volatility
n/a
n/a
35%
35%
Risk-free interest rate
n/a
n/a
0.63%
0.44%
Expected option life, in years
n/a
n/a
2.5
2.5
Weighted average fair value per option granted
n/a
n/a
Cdn$4.78
Cdn$5.23


A continuity schedule of the Company's share purchase options reserve from January 1, 2015 to June 30, 2016 is presented below:
(in thousands)
Share
Purchase
Options
Reserve
At January 1, 2015
 $          24,214
Recognition of fair value of share purchase options issued
1,687
Share purchase options exercised
(1,240)
At March 31, 2015
 $          24,661
Recognition of fair value of share purchase options issued
1,216
At June 30, 2015
 $          25,877
Recognition of fair value of share purchase options issued
2,409
At December 31, 2015
 $          28,286
Recognition of fair value of share purchase options issued
1,197
At March 31, 2016
 $          29,483
Recognition of fair value of share purchase options issued
1,030
Share purchase options exercised
(158)
At June 30, 2016
 $          30,355

During the three months ended June 30, 2016, no share purchase options were issued by the Company (six months - 1,151,900 share purchase options with a weighted average exercise price of Cdn$23.26 per option and a fair value of $4 million, or Cdn$4.78 per option). For the comparable period in 2015 no share purchase options were issued by the Company (six months - 1,012,700 share purchase options with a weighted average exercise price of Cdn$25.48 per option and a fair value of $4 million, or Cdn$5.23 per option).

Equity settled stock based compensation expense during the three and six months ended June 30, 2016 included the recognition of $1 million and $2 million, respectively, of the fair value of the share purchase options issued, compared to $1 million and $3 million during the comparable periods in 2015.

At June 30, 2016, there were 5,029,200 share purchase options outstanding with a weighted average exercise price of Cdn$26.11 per option.  For the comparable period in 2015, there were 4,285,300 share purchase options outstanding with a weighted average exercise price of Cdn$28.17 per option.


SILVER WHEATON 2016 SECOND QUARTER REPORT [64]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



A continuity schedule of the Company's outstanding share purchase options from January 1, 2015 to June 30, 2016 is presented below:

 
Number of
Options
Outstanding
Weighted A
verage
Exercise Price
At January 1, 2015
3,501,600
Cdn$28.93
Granted (fair value - $4 million or Cdn$5.23 per option)
1,012,700
25.48
Exercised
(229,000)
15.89
At March 31, June 30 and December 31, 2015
4,285,300
Cdn$28.17
Granted (fair value - $4 million or Cdn$4.78 per option)
1,151,900
23.26
Forfeited
(201,800)
41.58
At March 31, 2016
5,235,400
Cdn$26.32
Exercised
(32,400)
25.98
Forfeited
(173,800)
32.50
At June 30, 2016
5,029,200
Cdn$26.11

As it relates to share purchase options, during the six months ended June 30, 2016, the weighted average share price at the time of exercise was Cdn$27.00 per share, with all exercises taking place during the three months ended June 30, 2016. During the six months ended June 30, 2015, the weighted average share price at the time of exercise was Cdn$24.61 per share, with all exercises taking place during the three months ended March 31, 2015.

15.3. Restricted Share Units ("RSUs")

RSUs give the holder the right to receive a specified number of common shares at the specified vesting date. RSUs generally vest over a period of two years. Compensation expense related to RSUs is recognized over the vesting period based upon the fair value of the Company's common shares on the grant date and the awards that are expected to vest. The fair value is calculated with reference to the closing price of the Company's common shares on the TSX on the business day prior to the date of grant.

RSU holders receive a cash payment based on the dividends paid on the Company's common shares in the event that the holder of a vested RSU has elected to defer the release of the RSU to a future date. This cash payment is reflected as a component of net earnings under the classification General and Administrative.


SILVER WHEATON 2016 SECOND QUARTER REPORT [65]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



A continuity schedule of the Company's restricted share units reserve from January 1, 2015 to June 30, 2016 is presented below:

(in thousands)
Restricted
Share Units
Reserve
At January 1, 2015
 $          3,307
Recognition of fair value of RSUs issued
                234
Restricted share units released
(842)
At March 31, 2015
 $          2,699
Recognition of fair value of RSUs issued
                204
At June 30, 2015
 $          2,903
Recognition of fair value of RSUs issued
                410
At December 31, 2015
 $          3,313
Recognition of fair value of RSUs issued
                200
Restricted share units released
(378)
At March 31, 2016
 $          3,135
Recognition of fair value of RSUs issued
                175
At June 30, 2016
 $          3,310

During the three months ended June 30, 2016, no RSUs were issued by the Company (six months - 38,000 RSUs with a fair value of $1 million or Cdn$23.26 per RSU). For the same period in 2015, no RSUs were issued by the Company (six months - 38,000 RSUs with a fair value of $1 million or Cdn$25.48 per RSU).

As of June 30, 2016, there were 188,931 RSUs outstanding. For the comparable period in 2015, there were 170,317 RSUs outstanding.

15.4. Long-Term Investment Revaluation Reserve

The Company's long-term investments in common shares (Note 9) are held for long-term strategic purposes and not for trading purposes. Upon the application of IFRS 9, Financial Instruments (2009), the Company has chosen to designate these long-term investments in common shares as financial assets with fair value adjustments being recorded as a component of OCI as it believes that this provides a more meaningful presentation for long-term strategic investments, rather than reflecting changes in fair value as a component of net earnings. As some of these long-term investments are denominated in Canadian dollars, changes in their fair value is affected by both the change in share price in addition to changes in the Cdn$/US$ exchange rate.

Where the fair value of a long-term investment in common shares held exceeds its tax cost, the Company recognizes a deferred income tax liability. To the extent that the value of the long-term investment subsequently declines, the deferred income tax liability is reduced. However, where the fair value of the long-term investment decreases below the tax cost, the Company does not recognize a deferred income tax asset on the unrealized capital loss unless it is probable that the Company will generate future capital gains to offset the loss.


SILVER WHEATON 2016 SECOND QUARTER REPORT [66]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



A continuity schedule of the Company's long-term investment revaluation reserve from January 1, 2015 to June 30, 2016 is presented below:

 
Change in Fair
Value Due To:
   
(in thousands)
 
Share Price
Foreign Exchange
Tax Effect
Total
At January 1, 2015
 $(128,728)
 $    18,649
 $               -
 $(110,079)
Unrealized loss on LTIs 1
(5,369)
(2,347)
-
(7,716)
At March 31, 2015
 $(134,097)
 $    16,302
 $               -
 $(117,795)
Unrealized loss on LTIs 1
(851)
423
-
(428)
Reallocate reserve to retained earnings upon disposal of LTIs 1
16,783
(2,132)
-
14,651
At June 30, 2015
 $(118,165)
 $    14,593
 $               -
 $(103,572)
Unrealized loss on LTIs 1
(3,247)
(1,694)
-
(4,941)
At December 31, 2015
 $(121,412)
 $    12,899
 $               -
 $(108,513)
Unrealized gain on LTIs 1
14,791
2,081
-
16,872
At March 31, 2016
 $(106,621)
 $    14,980
 $               -
 $  (91,641)
Unrealized gain on LTIs 1
30,762
(181)
-
30,581
At June 30, 2016
 $  (75,859)
 $    14,799
 $               -
 $  (61,060)

1) LTIs refers to long-term investments in common shares held.


16. Stock Based Compensation

The Company's stock based compensation consists of share purchase options (Note 15.2), restricted share units (Note 15.3) and performance share units (Note 16.1). The accrued value of share purchase options and restricted share units are reflected as reserves in the shareholder's equity section of the Company's balance sheet while the accrued value associated with performance share units is reflected as an accrued liability.

16.1. Performance Share Units ("PSUs")

The Company has established a Performance Share Unit Plan ("the PSU plan") whereby PSUs will be issued to eligible employees as determined by the Company's Board of Directors or the Company's Compensation Committee. PSUs issued under the PSU plan entitle the holder to a cash payment at the end of a three year performance period equal to the number of PSUs granted, multiplied by a performance factor and multiplied by the fair market value of a Silver Wheaton common share on the expiry of the performance period. The performance factor can range from 0% to 200% and is determined by comparing the Company's total shareholder return to those achieved by various peer companies, the price of silver and the Philadelphia Gold and Silver Index.

The PSUs accumulate dividend equivalents in the form of additional units based on the dividends paid on the Company's common shares. Compensation expense for the PSUs is recorded on a straight-line basis over the three year vesting period. The amount of compensation expense is adjusted at the end of each reporting period to reflect (i) the fair value of common shares; (ii) the number of PSUs anticipated to vest; and (iii) the anticipated performance factor.

During the three months ended June 30, 2016, the Company did not issue any PSUs (six months - 232,000 PSUs).  For the comparable period of the previous year, the Company did not issue any PSUs (six months - 216,200 PSUs).

General and administrative expense during the three months ended June 30, 2016 included a $1 million accrual (six months - $3 million) related to the anticipated fair value of the PSUs issued using a performance factor ranging from 38% to 91%, compared to a $1 million accrual (six months - $1 million) during the comparable period in 2015 using a performance factor ranging from 100% to 135%.

SILVER WHEATON 2016 SECOND QUARTER REPORT [67]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



A continuity schedule of the Company's outstanding PSUs (assuming a performance factor of 100% is achieved over the performance period) from January 1, 2015 to June 30, 2016 is presented below:

 
Number of
PSUs
Outstanding
At January 1, 2015
511,951
Granted
216,200
Paid
(5,207)
At March 31, 2015
722,944
Dividend equivalent participation
3,404
Paid
(64,043)
At June 30, 2015
662,305
Dividend equivalent participation
5,152
Paid
(4,161)
At December 31, 2015
663,296
Granted
232,000
At March 31, 2016
895,296
Dividend equivalent participation
2,438
Paid
(163,804)
Forfeited
(10,268)
At June 30, 2016
723,662


17. Earnings per Share ("EPS") and Diluted Earnings per Share ("Diluted EPS")

Diluted earnings per share is calculated using the treasury method which assumes that outstanding share purchase options and warrants, with exercise prices that are lower than the average market price for the relevant period, are exercised and the proceeds are used to purchase shares of the Company at the average market price of the common shares for the relevant period.

Diluted EPS is calculated based on the following weighted average number of shares outstanding:

 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
2016
2015
2016
2015
Basic weighted average number of shares outstanding
436,726
404,138
419,838
387,464
Effect of dilutive securities
 
 
 
 
Share purchase options
71
-
-
40
Restricted share units
189
170
181
168
Diluted weighted average number of shares outstanding
436,986
404,308
420,019
387,672


The following table lists the number of share purchase options and share purchase warrants excluded from the computation of diluted earnings per share because the exercise prices exceeded the average market value of the common shares of Cdn$24.83 (six months - Cdn$22.30), compared to Cdn$23.61 (six months - Cdn$25.00) for the comparable period in 2015.

SILVER WHEATON 2016 SECOND QUARTER REPORT [68]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
2016
2015
2016
2015
Share purchase options
3,889
4,286
5,029
4,283
Share purchase warrants
10,000
10,000
10,000
10,000
Total
13,889
14,286
15,029
14,283


18. Supplemental Cash Flow Information


 
Three Months Ended
June 30
Six Months Ended
June 30
(in thousands)
2016
2015
2016
2015
Change in non-cash working capital
 
 
   
 
 
   
Accounts receivable
$
(2,176)
$
244
$
(2,701)
$
1,897
Accounts payable and accrued liabilities
 
2,926
 
1,656
 
782
 
140
Other
 
(1,455)
 
(468)
 
(1,877)
 
(455)
Total change in non-cash working capital
$
(705)
$
1,432
$
(3,796)
$
1,582


19. Income Taxes

Income tax recognized in net earnings is comprised of the following:
 
Three Months Ended
June 30
 
 
Six Months Ended
June 30
 
(in thousands)
 
2016
 
2015
 
2016
 
2015
Current income tax expense (recovery) related to foreign jurisdictions
 $
12
 $
41
 $
(1)
 $
87
Deferred income tax expense (recovery) related to:
 
 
   
 
 
   
Origination and reversal of temporary differences
$
1,550
$
374
$
2,325
$
57
Write down (reversal of write down) of previously recognized temporary differences
 
(947)
 
(504)
 
(2,093)
 
2,749
Total deferred income tax expense (recovery)
 $
603
 $
(130)
 $
232
 $
2,806
Income tax expense (recovery) recognized in net earnings
 $
615
 $
(89)
 $
231
 $
2,893




SILVER WHEATON 2016 SECOND QUARTER REPORT [69]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



Income tax recognized directly in equity is comprised of the following:


 
Three Months Ended
June 30
 
 Six Months Ended
June 30
(in thousands)
2016
2015
2016
 
 2015
Deferred income tax (recovery) expense related to:
 
 
   
 
 
   
Origination and reversal of temporary differences
$
(1,247)
$
133
$
(1,247)
$
(3,612)
Write down of previously recognized temporary differences
 
652
 
 -
 
1,034
 
 -
Deferred income tax (recovery) expense recognized in equity
 $
(595)
 $
133
 $
(213)
 $
(3,612)



The provision for income taxes differs from the amount that would be obtained by applying the statutory income tax rate to consolidated earnings before income taxes due to the following:
 

 
Three Months Ended
June 30
Six Months Ended
June 30
 
(in thousands)
2016
2015
2016
2015
Earnings before income taxes
$
60,921
$
53,637
$
101,516
$
106,038
Canadian federal and provincial income tax rates
 
26.00%
 
26.00%
 
26.00%
 
26.00%
Income tax expense based on above rates
$
15,839
$
13,946
$
26,394
$
27,570
Non-deductible stock based compensation and other
 
660
 
692
 
1,198
 
1,306
Differences in tax rates in foreign jurisdictions
 
(17,363)
 
(15,362)
 
(30,056)
 
(30,834)
Current period unrecognized temporary differences
 
2,426
 
1,139
 
4,788
 
2,102
Write down (reversal of write down) of previously recognized temporary differences
 
(947)
 
(504)
 
(2,093)
 
2,749
Income tax expense (recovery)
$
615
$
(89)
$
231
$
2,893

 
The majority of the Company's income generating activities, including the sale of silver and gold, is conducted by its 100% owned subsidiary Silver Wheaton (Caymans) Ltd., which operates in the Cayman Islands and is not subject to income tax. Refer to Note 20 for more information.


SILVER WHEATON 2016 SECOND QUARTER REPORT [70]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



The recognized deferred income tax assets and liabilities are offset on the balance sheet. The movement in deferred income tax assets and liabilities for the six months ended June 30, 2016 and the year ended December 31, 2015 is shown below:

 
Six Months Ended June 30, 2016
 
Opening
Balance
Recovery
(Expense)
Recognized In
Net Earnings
Recovery
Recognized In
Shareholders'
Equity
Closing
Balance
Recognized deferred income tax assets and liabilities
Deferred tax assets
 
 
 
 
 
 
 
 
Non-capital losses
$
3,486
$
29
$
4
$
3,519
Financing fees
 
979
 
(127)
 
209
 
1,061
Other
 
276
 
(205)
 
-
 
71
Deferred tax liabilities
 
 
 
 
 
 
 
 
Interest capitalized for accounting
 
(84)
 
-
 
-
 
(84)
Silver and gold interests
 
(4,657)
 
90
 
-
 
(4,567)
Other
 
(176)
 
(17)
 
-
 
(193)
Total
$
(176)
$
(230)
$
213
$
(193)


 
Year Ended December 31, 2015
Recognized deferred income tax assets and liabilities
Opening
Balance
Recovery
(Expense)
Recognized In
Net Earnings
Recovery
(Expense)
Recognized In
Shareholders'
Equity
Closing
Balance
Deferred tax assets
               
Non-capital losses
$
14,069
$
(7,025)
$
(3,558)
$
3,486
Financing fees
 
1,422
 
(1,168)
 
725
 
979
Other
 
2,111
 
(1,835)
 
-
 
276
Deferred tax liabilities
               
Interest capitalized for accounting
 
(84)
 
-
 
-
 
(84)
Silver and gold interests
 
(18,348)
 
13,691
 
-
 
(4,657)
Other
 
(112)
 
(64)
 
-
 
(176)
Total
$
(942)
$
3,599
$
(2,833)
$
         (176)



SILVER WHEATON 2016 SECOND QUARTER REPORT [71]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



Deferred income tax assets in Canada not recognized are shown below:


 
June 30
December 31
 
2016
2015
Non-capital losses
$
21,933
$
16,020
Financing fees
 
11,473
 
6,618
Silver and gold interests
 
56,203
 
57,925
Other
 
2,090
 
1,835
Capital losses
 
11,033
 
11,033
Unrealized losses on long-term investments
 
8,575
 
14,744
Total
$
111,307
$
108,175
 
 
 
 
 
 
 
 
 
 
 
 
 

 

SILVER WHEATON 2016 SECOND QUARTER REPORT [72]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



20. Commitments and Contingencies

Silver and Gold Interests

The following table summarizes the Company's commitments to make per-ounce cash payments for silver and gold to which it has the contractual right pursuant to the precious metal purchase agreements:

Silver and Gold Interests
Attributable Payable
Production to be
Purchased
Per Ounce Cash
Payment 1, 2
Term of
Agreement
Date of Original
Contract
Silver
Gold
Silver
Gold
San Dimas
 100% 3
 0%
$
4.24
 
n/a
Life of Mine
15-Oct-04
Yauliyacu
 100% 4
 0%
$
8.74 5
 
n/a
Life of Mine
23-Mar-06
Peñasquito
 25%
 0%
$
4.09
 
n/a
Life of Mine
24-Jul-07
Salobo
 0%
 75%
 
n/a
$
400
Life of Mine
28-Feb-13
Sudbury
 0%
 70%
 
n/a
$
400
20 years
28-Feb-13
Antamina
 33.75%
 0%
20% of Spot
 
n/a
Life of Mine
3-Nov-15
Other
 
 
 
 
 
 
 
 
Los Filos
 100%
 0%
$
4.26
 
n/a
25 years
15-Oct-04
Zinkgruvan
 100%
 0%
$
4.27
 
n/a
Life of Mine
8-Dec-04
Stratoni
 100%
 0%
$
4.18 6
 
n/a
Life of Mine
23-Apr-07
Minto
 100%
 100% 7
$
4.10
$
315
Life of Mine
20-Nov-08
Cozamin
 100%
 0%
$
4.28
 
n/a
10 years
4-Apr-07
Neves-Corvo
 100%
 0%
$
4.18
 
n/a
50 years
5-Jun-07
Aljustrel
 100% 8
 0%
$
4.06
 
n/a
50 years
5-Jun-07
Keno Hill
 25%
 0%
$
3.90 9
 
n/a
Life of Mine
2-Oct-08
Barrick
 
 
 
 
 
 
 
 
Pascua-Lama
 25%
 0%
$
3.90
 
n/a
Life of Mine
8-Sep-09
Lagunas Norte
 100%
 0%
$
3.90
 
n/a
8.5 years
8-Sep-09
Pierina
 100%
 0%
$
3.90
 
n/a
8.5 years 10
8-Sep-09
Veladero
 100% 11
 0%
$
3.90
 
n/a
8.5 years
8-Sep-09
Rosemont
 100%
 100%
$
3.90
$
450
Life of Mine
10-Feb-10
Loma de La Plata
 12.5%
 0%
$
4.00
 
n/a
Life of Mine
n/a 12
777
 100%
 100%/50% 13
$
6.02 14
$
408 14
Life of Mine
8-Aug-12
Constancia
 100%
 50% 15
$
5.90 14
$
400 14
Life of Mine
8-Aug-12
Early Deposit
 
 
 
 
 
 
 
 
Toroparu
 50%
 10%
$
3.90
$
400
Life of Mine
11-Nov-13
Cotabambas
 100% 16
 25% 16
$
5.90
$
450
Life of Mine
21-Mar-16

1) Subject to an annual inflationary adjustment with the exception of Loma de La Plata and Sudbury.
2) Should the prevailing market price for silver or gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price, with the exception of Yauliyacu where the per ounce cash payment will not be reduced below $4.24 per ounce, subject to an annual inflationary factor.
3) Silver Wheaton is committed to purchase from Primero a per annum amount equal to the first 6 million ounces of payable silver produced at San Dimas and 50% of any excess.
4) Silver Wheaton is committed to purchase from Glencore a per annum amount equal to the first 1.5 million ounces of payable silver produced at Yauliyacu and 50% of any excess.
5) Should the market price of silver exceed $20 per ounce, in addition to the $8.74 per ounce, the Company is committed to pay Glencore an additional amount for each ounce of silver delivered equal to 50% of the excess, to a maximum of $10 per ounce.
6) In October 2015, in order to incentivize additional exploration and potentially extend the limited remaining mine life of Stratoni, Silver Wheaton and Eldorado agreed to modify the Stratoni silver purchase agreement. The primary modification is to increase the production price per ounce of silver delivered to Silver Wheaton over the current fixed price by one of the following amounts: (i) $2.50 per ounce of silver delivered if 10,000 meters of drilling is completed outside of the existing ore body and within Silver Wheaton's defined area of interest ("Expansion Drilling"); (ii) $5.00 per ounce of silver delivered if 20,000 meters of Expansion Drilling is completed; and (iii) $7.00 per ounce of silver delivered if 30,000 meters of Expansion Drilling is completed. Drilling in all three cases must be completed by December 31, 2020, in order for the agreed upon increase in production price to be initiated.
7) The Company is committed to acquire 100% of the first 30,000 ounces of gold produced per annum and 50% thereafter.
8) Silver Wheaton only has the rights to silver contained in concentrate containing less than 15% copper at the Aljustrel mine.
9) In June 2014, the Company amended its silver purchase agreement with Alexco to increase the production payment to be a function of the silver price at the time of delivery. In addition, the area of interest was expanded to include properties currently owned by Alexco and properties acquired by Alexco in the future which fall within a one kilometer radius of existing Alexco holdings in the Keno Hill Silver District. The amended agreement is conditional on Alexco paying Silver Wheaton $20 million by December 31, 2016 at Alexco's option.
10) As per Barrick's disclosure, closure activities were initiated at Pierina in August 2013.
11) Silver Wheaton's attributable silver production is subject to a maximum of 8% of the silver contained in the ore processed at Veladero during the period.
12) Terms of the agreement not yet finalized.
13) The Company's share of gold production at 777 will remain at 100% until the later of the end of 2016 or the satisfaction of a completion test relating to Hudbay's Constancia mine, after which it will be reduced to 50% for the remainder of the mine life.
14) Subject to an increase to $9.90 per ounce of silver and $550 per ounce of gold after the initial 40 year term.
15) Gold recoveries will be set at 55% for the Constancia deposit and 70% for the Pampacancha deposit until 265,000 ounces of gold have been delivered to the Company.
16) Once 90 million silver equivalent ounces attributable to Silver Wheaton have been produced, the attributable production to be purchased will decrease to 66.67% of silver production and 16.67% of gold production for the life of mine.

SILVER WHEATON 2016 SECOND QUARTER REPORT [73]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




Other Contractual Obligations and Contingencies

   
Obligations With Scheduled Payment Dates
       
(in thousands)
2016
2017 - 2019
2020 - 2021
After 2021
Sub-Total
Other
Commitments
Total
Bank debt 1
$
             -
$
             -
$
    706,000
$
             -
$
    706,000
$
             -
 $
    706,000
Interest 2
 
      10,760
 
      47,167
 
      20,535
 
             -
 
      78,462
 
             -
 
      78,462
Silver and gold interest payments
                       
 
 
Salobo 3
 
    800,000
 
             -
 
             -
 
             -
 
    800,000
 
             -
 
    800,000
Rosemont 4
 
             -
 
             -
 
             -
 
             -
 
             -
 
    231,150
 
    231,150
Loma de La Plata
 
             -
 
             -
 
             -
 
             -
 
             -
 
      32,400
 
      32,400
Toroparu
 
             -
 
             -
 
             -
 
             -
 
             -
 
    138,000
 
    138,000
Cotabambas
 
        2,000
 
        4,500
 
        3,000
 
        2,500
 
      12,000
 
    126,000
 
    138,000
Operating leases
 
         621
 
        3,774
 
        1,976
 
        2,856
 
        9,227
 
             -
 
        9,227
Total contractual obligations
$
    813,381
$
      55,441
$
    731,511
$
        5,356
$
 1,605,689
$
    527,550
 $
 2,133,239

1) At June 30, 2016, the Company had $706 million drawn and outstanding on the Revolving Facility.
2) As the applicable interest rates are floating in nature, the interest charges are estimated based on market-based forward interest rate curves at the end of the reporting period.
3) Does not reflect the contingent payment due related to the Salobo gold purchase agreement (see the Salobo section, below).
4) Includes contingent transaction costs of $1 million.

Rosemont

In connection with the Rosemont precious metal purchase agreement, the Company is committed to pay Hudbay total upfront cash payments of $230 million on an installment basis to partially fund construction of the Rosemont mine once certain milestones are achieved, including the receipt of key permits and securing the necessary financing to complete construction of the mine.

Loma de La Plata

In connection with the Company's election to convert the debenture with Pan American Silver Corp. ("Pan American") into a silver purchase agreement, the Company is committed to pay Pan American total upfront cash payments of $32 million following the satisfaction of certain conditions, including Pan American receiving all necessary permits to proceed with the mine construction.

Salobo

As more fully described in Note 22, On August 2, 2016, the Company announced that it had agreed to amend the agreement with Vale S.A ("Vale") to acquire an additional amount of gold equal to 25% of the life of mine gold production from Salobo. As part of the consideration under the amended agreement, the Company will pay Vale $800 million to be paid on or about August 16, 2016.

During the second quarter of 2014, Vale completed the expansion of the mill throughput capacity at the Salobo mine to 24 million tonnes per annum ("Mtpa") from its previous 12 Mtpa. If actual throughput is expanded above 28 Mtpa within a predetermined period, and depending on the grade of material processed, Silver Wheaton will be required to make an additional payment to Vale based on a set fee schedule ranging from $113 million if throughput is expanded beyond 28 Mtpa by January 1, 2036, up to $953 million if throughput is expanded beyond 40 Mtpa by January 1, 2021.

Toroparu

In connection with the Toroparu Early Deposit Agreement, the Company is committed to pay Sandspring an additional $138 million, payable on an installment basis to partially fund construction of the mine. Following the delivery of certain feasibility documentation or after December 31, 2016 if the feasibility documentation has not been delivered to Silver Wheaton by such date, Silver Wheaton may elect not to proceed with the agreement or not pay the balance of the upfront consideration and reduce the gold stream percentage from 10% to 0.909% and the silver stream percentage from 50% to nil. If Silver Wheaton elects to terminate, Silver Wheaton will be entitled to a return of the amounts advanced less $2 million which is non-refundable on the occurrence of certain events. If Silver Wheaton elects to reduce the streams, Sandspring may return the amount of the deposit already advanced less $2 million to Silver Wheaton and terminate the agreement. 

SILVER WHEATON 2016 SECOND QUARTER REPORT [74]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)


 
Cotabambas

In connection with the Cotabambas Early Deposit Agreement, the Company is committed to pay Panoro a total cash consideration of $140 million, of which $2 million has been paid to date. Once certain conditions have been met, the Company will advance an additional $12 million to Panoro, spread over up to nine years. Following the delivery of a bankable definitive feasibility study, environmental study and impact assessment, and other related documents (collectively, the "Cotabambas Feasibility Documentation"), and receipt of permits and construction commencing, the Company may then advance the remaining deposit or elect to terminate the Cotabambas Early Deposit Agreement. If the Company elects to terminate, the Company will be entitled to a return of the portion of the amounts advanced less $2 million payable upon certain triggering events occurring. Until January 1, 2020, Panoro has a one-time option to repurchase 50% of the precious metal stream on a change of control for an amount based on a calculated rate of return for the Company.

Other

Due to the size, complexity and nature of the Company's operations, various legal and tax matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. If the Company is unable to resolve any of these matters favorably, there may be a material adverse impact on the Company's financial performance, cash flows or results of operations. In the event that management's estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

Canada Revenue Agency Dispute and Audit of International Transactions

On September 24, 2015, the Company received Notices of Reassessment (the "Reassessments") from the CRA totaling Cdn$353 million for federal and provincial tax, transfer pricing penalties, interest and other penalties for the 2005-2010 taxation years. The CRA's position in the Reassessments is that the transfer pricing provisions of the Income Tax Act (Canada) (the "Act") relating to income earned by the Company's foreign subsidiaries outside of Canada should apply such that the income of Silver Wheaton subject to tax in Canada should be increased by an amount equal to substantially all of the income earned outside of Canada by the Company's foreign subsidiaries for the 2005-2010 taxation years. Management believes that the Company has filed its tax returns and paid applicable taxes in compliance with Canadian tax law, and as a result no amounts have been recorded for any potential liability arising from this matter. Silver Wheaton intends to vigorously defend its tax filing positions.

On January 8, 2016, Silver Wheaton commenced an appeal in the Tax Court of Canada. Silver Wheaton was required to make a deposit of 50% of the reassessed amounts of tax, interest and penalties. Rather than making this deposit in cash, on March 15, 2016, Silver Wheaton posted security in the form of a letter of guarantee in the amount of Cdn$192 million, which includes interest accrued to-date plus estimated interest for the following year. The timing for the court process is uncertain.

The CRA has also commenced an audit of the Company's international transactions covering the 2011-2013 taxation years, which is currently ongoing. The Company has not received any proposal or notices of reassessment for the 2011-2013 taxation years in connection with this audit.

SILVER WHEATON 2016 SECOND QUARTER REPORT [75]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



For ease of reference, the following provides an overview of the current status of CRA matters:

 
 
CRA Position/Status
Potential Income Inclusion
Potential Income Tax Payable
Payments Made/Pending
Timing
2005-2010
Taxation Years
Transfer pricing provisions of the Act should apply such that Silver Wheaton's income subject to tax in Canada should be increased by an amount equal to substantially all of the income earned outside of Canada by Silver Wheaton's foreign subsidiaries.
CRA has reassessed Silver Wheaton and is seeking to increase Silver Wheaton's income subject to tax in Canada by Cdn$715 million.
 
CRA has reassessed Silver Wheaton and is seeking to impose income tax of Cdn$201 million. (In addition, transfer pricing penalties of Cdn$72 million and interest (calculated to September 24, 2015) and other penalties of Cdn$81 million have been assessed for total of Cdn$353 million (1)
 
Silver Wheaton has posted security in the form of a letter of guarantee in the amount of Cdn$192 million which includes interest accrued to-date plus estimated interest for the following year.(1)
An appeal in the Tax Court of Canada commenced January 8, 2016. Timing of resolution of the matter in court is uncertain.
2011-2013
Taxation Years
CRA Audit commenced January 19, 2016. CRA has not issued a proposal or reassessment.
 
If CRA were to reassess on similar basis as 2005-2010 taxation years, CRA would seek to increase Silver Wheaton's income subject to tax in Canada by approximately $1.2 billion. (2)
 
If CRA were to reassess on similar basis as 2005-2010 taxation years, CRA would seek to impose income tax of approximately $310 million.(2), (3)
N/A
Time to complete CRA audit unknown.
2014-2015
Taxation Years
Remain open to audit by CRA.
 
If CRA were to audit and then reassess on similar basis as 2005-2010 taxation years, CRA would seek to increase Silver Wheaton's income subject to tax in Canada by approximately $410 million. (2)
 
If CRA were to audit and then reassess on similar basis as 2005-2010 taxation years, CRA would seek to impose income tax of approximately $106 million. (2), (3)
N/A
N/A

1) Estimates of interest given as of the date stated. Interest accrues until payment date.
2) For precious metal purchase agreements with upfront payments paid in the form of a deposit, the estimates of income inclusion and tax payable are based on the cost of precious metal acquired under such precious metal purchase agreements being equal to the market value of such precious metal.
3) This amount does not include potential interest and penalties to the extent may be applicable.

SILVER WHEATON 2016 SECOND QUARTER REPORT [76]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



U.S. Shareholder Class Action

During July 2015, after the Company disclosed that the CRA was proposing that they would issue the Reassessments, two putative securities class action lawsuits were filed against the Company in the U.S. District Court for the Central District of California in connection with the Proposal (the "Complaints").

On October 19, 2015, the Complaints were consolidated into one action, In re Silver Wheaton Securities Litigation, as against the Company, Randy Smallwood, President & Chief Executive Officer, Gary Brown, Senior Vice President & Chief Financial Officer and Peter Barnes, former Chief Executive Officer (together the "Defendants") and a lead plaintiff (the "Plaintiff") was selected. On December 18, 2015, the Plaintiff filed a consolidated amended complaint (the "Amended Complaint"). The Amended Complaint alleges, among other things, that the Defendants made false and/or misleading statements, as well as failed to disclose material adverse facts about the Company's business, operations, prospects and performance in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Specifically, the Amended Complaint focuses on the Reassessments. The Amended Complaint purports to be brought on behalf of persons who purchased or otherwise acquired the Company's securities during an alleged class period of March 30, 2011 to July 6, 2015.
At a hearing on June 6, 2016, the Court denied the Defendants' motion to dismiss. A denial of such a motion is not a ruling on the merits of the claims in the lawsuit.

The Company believes the allegations are without merit and intends to vigorously defend against this matter. No amounts have been recorded for any potential liability arising from this matter, as the original Complaints do not specify a quantum of damages and the Company cannot reasonably predict the outcome.
 
 
 
 
 
 
 
 
 
 


SILVER WHEATON 2016 SECOND QUARTER REPORT [77]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



21. Segmented Information

Operating Segments

The Company's reportable operating segments, which are the components of the Company's business where separate financial information is available and which are evaluated on a regular basis by the Company's CEO, who is the Company's chief operating decision maker, for the purpose of assessing performance, are summarized in the tables below:


Three Months Ended June 30, 2016
 
Sales
Cost
of Sales
Depletion
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
(in thousands)
Silver
                               
San Dimas
$
24,945
$
6,047
$
1,577
$
17,321
$
-
$
17,321
$
18,898
$
143,490
Yauliyacu
 
9,792
 
5,052
 
3,340
 
1,400
 
-
 
1,400
 
4,740
 
158,454
Peñasquito
 
14,272
 
3,623
 
2,704
 
7,945
 
-
 
7,945
 
10,649
 
425,247
Antamina
 
37,344
 
7,526
 
21,884
 
7,934
 
-
 
7,934
 
29,818
 
846,474
Other 1
 
36,358
 
9,619
 
9,695
 
17,044
 
-
 
17,044
 
26,013
 
935,190
 
$
122,711
$
31,867
$
39,200
$
51,644
$
-
$
51,644
$
90,118
$
2,508,855
Gold
                               
Sudbury 2
$
14,280
$
4,540
$
8,934
$
806
$
-
$
806
$
9,636
$
490,227
Salobo
 
57,357
 
18,158
 
19,214
 
19,985
 
-
 
19,985
 
39,198
 
2,122,575
Other 3
 
18,003
 
5,643
 
7,726
 
4,634
 
-
 
4,634
 
11,874
 
201,391
 
$
89,640
$
28,341
$
35,874
$
25,425
$
-
$
25,425
$
60,708
$
2,814,193
Total silver and gold interests
$
212,351
$
60,208
$
75,074
$
77,069
$
-
$
77,069
$
150,826
$
5,323,048
Corporate
                               
General and administrative
             
$
(9,959)
$
(9,959)
       
Other
 
 
 
 
 
 
 
 
 
(6,804)
 
(6,804)
 
 
 
 
Total corporate
 
 
 
 
 
 
 
 
 
(16,763)
$
(16,763)
$
(16,559)
$
238,161
Consolidated
$
212,351
$
60,208
$
75,074
 
77,069
$
(16,763)
$
60,306
$
134,267
$
5,561,209
1) Where a silver interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the silver interest has been summarized under Other silver interests. Other silver interests are comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
2) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Creighton and Totten gold interests in addition to the non-operating Victor gold interest.
3) Where a gold interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the gold interest has been summarized under Other gold interests. Other gold interests are comprised of the operating Minto, 777 and Constancia gold interests and the non-operating Rosemont gold interest.


SILVER WHEATON 2016 SECOND QUARTER REPORT [78]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




Three Months Ended June 30, 2015
 
Sales
Cost
of Sales
Depletion
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
(in thousands)
Silver
                               
San Dimas
$
20,762
$
5,311
$
1,112
$
14,339
$
-
$
14,339
$
15,451
$
150,169
Yauliyacu
 
13,296
 
3,398
 
5,205
 
4,693
 
-
 
4,693
 
9,898
 
180,214
Peñasquito
 
23,896
 
5,778
 
4,041
 
14,077
 
-
 
14,077
 
18,118
 
442,626
Other 1
 
33,598
 
9,236
 
9,188
 
15,174
 
-
 
15,174
 
24,599
 
1,154,126
 
$
91,552
$
23,723
$
19,546
$
48,283
$
-
$
48,283
$
68,066
$
1,927,135
Gold
                               
Sudbury 2
$
15,074
$
5,007
$
10,533
$
(466)
$
-
$
(466)
$
10,044
$
566,569
Salobo
 
38,360
 
12,863
 
13,498
 
11,999
 
-
 
11,999
 
25,498
 
2,184,649
Other 3
 
19,449
 
6,202
 
9,750
 
3,497
 
-
 
3,497
 
14,278
 
389,622
 
$
72,883
$
24,072
$
33,781
$
15,030
$
-
$
15,030
$
49,820
$
3,140,840
Total silver and gold interests
$
164,435
$
47,795
$
53,327
$
63,313
$
-
$
63,313
$
117,886
$
5,067,975
Corporate
                               
General and administrative
             
$
(7,886)
$
(7,886)
       
Other
 
 
 
 
 
 
 
 
 
(1,701)
 
(1,701)
 
 
 
 
Total corporate
 
 
 
 
 
 
 
 
 
(9,587)
$
(9,587)
$
(8,594)
$
135,396
Consolidated
$
164,435
$
47,795
$
53,327
$
63,313
$
(9,587)
$
53,726
$
109,292
$
5,203,371
1) Where a silver interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the silver interest has been summarized under Other silver interests. Other silver interests are comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
2) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Totten and Creighton gold interests in addition to the non-operating Victor gold interest.
3) Where a gold interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the gold interest has been summarized under Other gold interests. Other gold interests are comprised of the operating Minto, 777 and Constancia gold interests and the non-operating Rosemont gold interest.

SILVER WHEATON 2016 SECOND QUARTER REPORT [79]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




Six Months Ended June 30, 2016
 
Sales
Cost
of Sales
Depletion
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
(in thousands)
Silver
                               
San Dimas
$
44,918
$
11,750
$
3,065
$
30,103
$
-
$
30,103
$
33,167
$
143,490
Yauliyacu
 
18,829
 
8,297
 
6,828
 
3,704
 
-
 
3,704
 
10,532
 
158,454
Peñasquito
 
27,904
 
7,504
 
5,600
 
14,800
 
-
 
14,800
 
20,400
 
425,247
Antamina
 
64,538
 
13,117
 
40,560
 
10,861
 
-
 
10,861
 
51,421
 
846,474
Other 1
 
77,370
 
22,452
 
21,811
 
33,107
 
-
 
33,107
 
53,756
 
935,190
 
$
233,559
$
63,120
$
77,864
$
92,575
$
-
$
92,575
$
169,276
$
2,508,855
Gold
                               
Sudbury 2
$
24,853
$
8,143
$
16,023
$
687
$
-
$
687
$
16,710
$
490,227
Salobo
 
98,374
 
32,305
 
34,182
 
31,887
 
-
 
31,887
 
66,069
 
2,122,575
Other 3
 
43,076
 
13,277
 
18,348
 
11,451
 
-
 
11,451
 
29,935
 
201,391
 
$
166,303
$
53,725
$
68,553
$
44,025
$
-
$
44,025
$
112,714
$
2,814,193
Total silver and gold interests
$
399,862
$
116,845
$
146,417
$
136,600
$
-
$
136,600
$
281,990
$
5,323,048
Corporate
                               
General and administrative
             
$
(20,803)
$
(20,803)
       
Other
 
 
 
 
 
 
 
 
 
(14,512)
 
(14,512)
 
 
 
 
Total corporate
 
 
 
 
 
 
 
 
$
(35,315)
$
(35,315)
$
(33,969)
$
238,161
Consolidated
$
399,862
$
116,845
$
146,417
$
136,600
$
(35,315)
$
101,285
$
248,021
$
5,561,209

1) Where a silver interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the silver interest has been summarized under Other silver interests. Other silver interests are comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
2) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Creighton and Totten gold interests in addition to the non-operating Victor gold interest.
3) Where a gold interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the gold interest has been summarized under Other gold interests. Other gold interests are comprised of the operating Minto, 777 and Constancia gold interests and the non-operating Rosemont gold interest.

SILVER WHEATON 2016 SECOND QUARTER REPORT [80]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




Six Months Ended June 30, 2015
 
Sales
Cost
of Sales
Depletion
Gross
Margin
Other
Net
Earnings
Cash Flow
From
Operations
Total
Assets
(in thousands)
Silver
                               
San Dimas
$
52,815
$
13,296
$
2,782
$
36,737
$
-
$
36,737
$
39,520
$
150,169
Yauliyacu
 
18,585
 
4,729
 
7,264
 
6,592
 
-
 
6,592
 
13,856
 
180,214
Peñasquito
 
50,906
 
12,181
 
8,519
 
30,206
 
-
 
30,206
 
38,725
 
442,626
Other 1
 
65,258
 
16,971
 
15,974
 
32,313
 
-
 
32,313
 
48,932
 
1,154,126
 
$
187,564
$
47,177
$
34,539
$
105,848
$
-
$
105,848
$
141,033
$
1,927,135
Gold
                               
Sudbury 2
$
24,756
$
8,221
$
17,293
$
(758)
$
-
$
(758)
$
16,097
$
566,569
Salobo
 
50,456
 
16,780
 
17,610
 
16,066
 
-
 
16,066
 
33,676
 
2,184,649
Other 3
 
32,163
 
10,081
 
15,930
 
6,152
 
-
 
6,152
 
23,370
 
389,622
 
$
107,375
$
35,082
$
50,833
$
21,460
$
-
$
21,460
$
73,143
$
3,140,840
Total silver and gold interests
$
294,939
$
82,259
$
85,372
$
127,308
$
-
$
127,308
$
214,176
$
5,067,975
Corporate
                               
General and administrative
             
$
(16,056)
$
(16,056)
       
Other
 
 
 
 
 
 
 
 
 
(8,107)
 
(8,107)
 
 
 
 
Total corporate
 
 
 
 
 
 
 
 
$
(24,163)
$
(24,163)
$
(15,753)
$
135,396
Consolidated
$
294,939
$
82,259
$
85,372
$
127,308
$
(24,163)
$
103,145
$
198,423
$
5,203,371

1) Where a silver interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the silver interest has been summarized under Other silver interests. Other silver interests are comprised of the operating Los Filos, Zinkgruvan, Stratoni, Cozamin, Neves-Corvo, Minto, Lagunas Norte, Pierina, Veladero, 777 and Constancia silver interests in addition to the non-operating Keno Hill, Aljustrel, Loma de La Plata, Pascua-Lama and Rosemont silver interests.
2) Comprised of the operating Coleman, Copper Cliff, Garson, Stobie, Totten and Creighton gold interests in addition to the non-operating Victor gold interest.
3) Where a gold interest represents less than 10% of the Company's sales, gross margin or aggregate asset book value and is not evaluated on a regular basis by the Company's CEO for the purpose of assessing performance, the gold interest has been summarized under Other gold interests. Other gold interests are comprised of the operating Minto, 777 and Constancia gold interests and the non-operating Rosemont gold interest.

SILVER WHEATON 2016 SECOND QUARTER REPORT [81]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)




Geographical Areas
The Company's geographical information, which is based on the location of the mining operations to which the silver or gold interests relate, are summarized in the tables below:


 
Sales
Carrying Amount at
June 30, 2016
(in thousands)
Three Months
Ended
Jun 30, 2016
Six Months
Ended
Jun 30, 2016
Silver
Interests
Gold
Interests
North America
               
Canada
$
30,436
$
62,521
$
49,869
$
563,189
United States
 
-
 
-
 
433
 
-
Mexico
 
43,856
 
82,490
 
574,398
 
-
Europe
               
Greece
 
2,161
 
4,461
 
19,807
 
-
Portugal
 
2,858
 
5,013
 
24,948
 
-
Sweden
 
7,791
 
19,804
 
43,529
 
-
South America
               
Argentina / Chile 1
 
3,166
 
5,764
 
504,381
 
-
Brazil
 
57,357
 
98,374
 
-
 
2,122,575
Peru
 
64,726
 
121,435
 
1,291,490
 
128,429
Consolidated
$
212,351
$
399,862
$
2,508,855
$
2,814,193
1) Includes the Pascua-Lama project, which straddles the border of Argentina and Chile.
             


 
Sales
Carrying Amount At
June 30, 2015
(in thousands)
Three Months
Ended
Jun 30, 2015
Six Months
Ended
Jun 30, 2015
Silver
Interests
Gold
Interests
North America
               
Canada
$
32,340
$
55,776
$
129,515
$
821,414
United States
 
-
 
-
 
433
 
-
Mexico
 
49,037
 
113,672
 
602,640
 
-
Europe
               
Greece
 
2,694
 
6,238
 
23,999
 
-
Portugal
 
3,554
 
6,016
 
25,774
 
-
Sweden
 
5,678
 
19,148
 
47,000
 
-
South America
               
Argentina / Chile 1
 
5,321
 
11,379
 
612,478
 
-
Brazil
 
38,360
 
50,456
 
-
 
2,184,649
Peru
 
27,451
 
32,254
 
485,296
 
134,777
Consolidated
$
164,435
$
294,939
$
1,927,135
$
3,140,840
1) Includes the Pascua-Lama project, which straddles the border of Argentina and Chile.
             


SILVER WHEATON 2016 SECOND QUARTER REPORT [82]


Notes to the Condensed Interim Consolidated Financial Statements
Three and Six Months Ended June 30, 2016 (US Dollars - Unaudited)



22. Subsequent Events

Declaration of Dividend

On August 10, 2016, the Board of Directors declared a dividend in the amount of $0.05 per common share as per the Company's stated dividend policy whereby the quarterly dividend will be equal to 20% of the average of the operating cash flow of the previous four quarters. This dividend is payable to shareholders of record on August 24, 2016 and is expected to be distributed on or about September 07, 2016. The Company has implemented a dividend reinvestment plan ("DRIP") whereby shareholders can elect to have dividends reinvested directly into additional Silver Wheaton common shares at a discount of 3% of the Average Market Price, as defined in the DRIP.

Amendment to Salobo Precious Metal Purchase Agreement

On August 2, 2016, the Company announced that it had agreed to amend the agreement with Vale to acquire an additional amount of gold equal to 25% of the life of mine gold production, with the Company being entitled to the additional attributable gold production for which an off-taker payment is received after July 1, 2016. With this amendment, the Company increased the gold stream from 50% to 75% of the life of mine gold production from the Salobo mine. Under the amended agreement, the Company will pay Vale cash consideration of $800 million for the increased gold stream and will amend the 10 million Silver Wheaton common share purchase warrants previously issued to Vale in connection with the Sudbury precious metal purchase agreement which expire on February 28, 2023 to reduce the strike price from $65 to $43.75 per common share. In addition, the Company is required to make ongoing payments of the lesser of $400 per ounce of gold (subject to a 1% annual inflation adjustment now commencing in 2019 on the entire 75% stream) for the full 75% of gold production or the prevailing market price per ounce of gold delivered.

To pay the initial upfront cash payment of $800 million, which is to be paid on or about August 16, 2016, the Company intends to use cash on hand together with proceeds available under the Company's $2 billion revolving credit facility. The Revolving Facility has a maturity date of February 27, 2021.
 
 
 
 
 




SILVER WHEATON 2016 SECOND QUARTER REPORT [83]




     
CORPORATE
INFORMATION

CANADA – HEAD OFFICE
SILVER WHEATON CORP.
Suite 3500
1021 West Hastings Street
Vancouver, BC V6E 0C3
Canada
T: 1 604 684 9648
F: 1 604 684 3123
 
CAYMAN ISLANDS OFFICE
Silver Wheaton (Caymans) Ltd.
Suite 300, 94 Solaris Avenue
Camana Bay
P.O. Box 1791 GT, Grand Cayman
Cayman Islands KY1-1109
 
STOCK EXCHANGE LISTING
Toronto Stock Exchange: SLW
New York Stock Exchange: SLW
 
DIRECTORS
LAWRENCE BELL
GEORGE BRACK
JOHN BROUGH
PETER GILLIN
CHANTAL GOSSELIN
DOUGLAS HOLTBY, Chairman
EDUARDO LUNA
RANDY SMALLWOOD
 
OFFICERS
RANDY SMALLWOOD
President & Chief Executive Officer
 
CURT BERNARDI
Senior Vice President,
Legal & Corporate Secretary
 
GARY BROWN
Senior Vice President
& Chief Financial Officer
 
PATRICK DROUIN
Senior Vice President,
Investor Relations
 
HAYTHAM HODALY
Senior Vice President,
Corporate Development
 
TRANSFER AGENT
CST Trust Company
1600 – 1066 West Hastings Street
Vancouver, BC V6E 3X1
 
Toll-free in Canada and the United States:
1 800 387 0825
 
Outside of Canada and the United States:
1 416 682 3860
 
 
AUDITORS
Deloitte LLP
Vancouver, BC
 
INVESTOR RELATIONS
PATRICK DROUIN
Senior Vice President, Investor Relations
T:  1 604 684 9648
TF: 1 800 380 8687


Silver Wheaton® is a registered trademark of Silver Wheaton Corp. in Canada, the United States and certain other jurisdictions.













































SILVER WHEATON CORP.

1021 WEST HASTINGS STREET, SUITE 3500,
VANCOUVER, BC V6E 0C3,
CANADA

T: 1 604 684 9648
F: 1 604 684 3123

WWW.SILVERWHEATON.COM

 
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Randy Smallwood, President and Chief Executive Officer of Silver Wheaton Corp., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Silver Wheaton Corp. (the "issuer") for the interim period ended June 30, 2016.

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility:  The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
 


- 2 -

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2016 and ended on June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.


Date: August 10, 2016


 
/s/ Randy Smallwood
 
Name: Randy Smallwood
Title: President and Chief Executive Officer
 

 
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
 

I, Gary Brown, Senior Vice President and Chief Financial Officer of Silver Wheaton Corp., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Silver Wheaton Corp. (the "issuer") for the interim period ended June 30, 2016.

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility:  The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
 


- 2 -

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2016 and ended on June 30, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.


Date: August 10, 2016


/s/ Gary Brown
 
Name: Gary Brown
Title: Senior Vice President and Chief Financial Officer
 



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