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Notes

Notes to Consolidated Financial Statements:
(Unaudited)

1. Accounting Policies
These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles and follow the same accounting principles and methods of application as the most recent annual consolidated financial statements, except as noted below. The financial statements should be read in conjunction with Cameco's annual consolidated financial statements included in the 2001 annual report.

Stock-Based Compensation
Effective January 1, 2002, Cameco adopted the new CICA Handbook Section 3870, which requires that a fair value based method of accounting be applied to direct awards of stock to employees. Under the new standard Cameco is allowed to continue its existing policy of recording no compensation cost on the grant of stock options to employees with the addition of pro forma information. Cameco has applied the pro forma disclosure provisions of the new standard to awards granted on or after January 1, 2002. The pro forma effect of awards granted prior to January 1, 2002 has not been included.

The standard requires the disclosure of pro forma net earnings and earnings per share information as if the entity had accounted for employee stock options under the fair value method. The fair value of the options issued was determined using the Black-Scholes option pricing model with the following assumptions: risk-free rate of 5.0%; dividend yield of 1.2%; a volatility factor of the expected market price of Cameco's shares of 20.0%; and a weighted-average expected option life of five years. On February 26, 2002, Cameco granted 489,050 options at a strike price of $43.84. The fair value of these options was determined to be $10.83 per share. For purposes of pro forma disclosures, the estimated fair value of the options is being amortized to earnings over the vesting period. The total charge has been adjusted for an expected forfeiture rate of 17%. For the three months ended December 31, 2002, Cameco's pro forma net earnings attributable to common shares were $21.5 million, basic earnings per share were $0.38 and diluted earnings per share were $0.38. For the year ended December 31, 2002, Cameco's pro forma net earnings attributable to common shares were $43.9 million, basic earnings per share were $0.79 and diluted earnings per share were $0.79.

2.

Property and Business Acquisitions
(a) AGR Limited
On March 5, 2002, Cameco acquired a 52% interest in AGR Limited (AGR). AGR is an Australia-based exploration company whose principal asset is a 95% interest in the Boroo gold deposit located in Mongolia. The Boroo project is currently in the development stage. The purchase price was financed with $12.0 million (US) in cash and the contribution of a neighboring property. In exchange, AGR issued 240 million shares to Cameco. The acquisition was accounted for using the purchase method and the results of operations are included in Cameco's consolidated financial statements from the effective date of the purchase.

The values assigned to the net assets acquired are as follows:

  (Millions (Cdn))
  Cash and other working capital $13.9 
  Property, plant and equipment 27.0 
  Minority interest (19.0)
 
  Net assets acquired $21.9 
 
  Financed by:
      Cash $19.6 
      Property, at carrying value 2.3 
 
    $21.9 
 

Subsequent to the acquisition, Cameco provided an additional $3.0 million (US) of further exploration in the area in exchange for an incremental 4% interest in AGR (43 million shares), increasing its total interest to 56% at December 31, 2002.

(b) Smith Ranch
On July 22, 2002, Cameco acquired the assets comprising the Smith Ranch in-situ leach (ISL) operation and various other ISL properties from Rio Algom Mining LLC. In exchange for these assets, Cameco assumed the decommissioning liabilities associated with the Smith Ranch operation. At the acquisition date, the value of the liabilities was estimated to be $9.2 million (US). Cameco also secured forward sales commitments for more than 900,000 pounds of uranium concentrates which will yield prices in excess of current long-term indicators. The acquisition was accounted for using the purchase method and the results of operations are included in Cameco's consolidated financial statements from the effective date of the purchase.

(c) UEX Corporation
On July 18, 2002, Cameco acquired a 35.3% ownership interest in UEX Corporation (UEX), a company traded on the Toronto Stock Exchange (TSX). The principal assets of UEX consist of several uranium exploration properties located in the Athabasca region of Northern Saskatchewan. In acquiring this interest, Cameco transferred its Hidden Bay exploration properties to UEX in exchange for approximately 31 million shares. In addition, Cameco purchased another 2 million shares at a price of $0.25 per share.

Cameco recorded a gain of $2.7 million on the transfer of its Hidden Bay properties to UEX. The equity method is being used to account for this investment.


3.

Investment in Bruce Power L.P. (Bruce Power)
On December 23, 2002, Cameco, TransCanada PipeLines Limited (TransCanada) and the Ontario Municipal Employees Retirement Board (OMERS) amongst others, signed a Heads of Agreement with British Energy plc (British Energy) to purchase its share of Bruce Power. The Master Purchase Agreement with respect to the transaction was completed on January 17, 2003. The transaction is expected to close in February of 2003. It is subject to several conditions including the approval of British Energy's shareholders, the consent of CNSC and clearance under the Canadian Competition Act.

Upon closing, Cameco will increase its ownership interest in Bruce Power from 15% to 31.6%. Each of Cameco, TransCanada and OMERS will directly or indirectly hold a 31.6% interest in Bruce Power with the Power Workers' Union Trust holding a 4% interest and the Society of Energy Professionals Trust holding a 1.2% interest. Cameco's purchase price for the additional interest in Bruce Power will be approximately $198,000,000 subject to closing adjustments. It is intended that the purchase price will be financed with cash and debt.

In addition, Cameco, TransCanada and OMERS have agreed to loan Bruce Power funds to repay $225,000,000, plus accrued interest, in deferred lease payments to OPG. Cameco, TransCanada and OMERS will also assume British Energy's obligations to provide financial guarantees required by the operator licenses, the lease agreement and the power sales contracts. Upon closing, it is estimated that Cameco's financial assurances to Bruce Power will be approximately $200,000,000.

Bruce Power is economically dependent upon its partners to provide necessary financial guarantees. Currently, the government of the United Kingdom, as guarantor of British Energy's obligations, has temporarily provided $261,000,000 of support in the form of letters of credit to Bruce Power. Failure to complete the above transaction may result in the inability of Bruce Power to continue operations and to realize its assets and discharge its liabilities in the normal course of business. Cameco believes it has reasonable remedies available to realize the value of its investment in Bruce Power should the proposed transaction fail to close as anticipated and should British Energy be unable to provide the support and assurances required.


4.

Long-Term Debt
Cameco's contingent obligation under guarantees of the repayment of Kumtor senior debt exceeds the amount included in Cameco's long-term debt at December 31, 2002 by $81.1 million.


5.

Share Capital
a) At December 31, 2002, there were 55,985,873 common shares outstanding.
b) Options in respect of 2,223,750 shares are outstanding under the stock option plan and are exercisable up to 2010. Upon exercise of certain existing options, additional options in respect of 272,550 shares would be granted.


6.

Interest and Other
For the year ended December 31, 2002, earnings include foreign exchange gains of $1.6 million (2001 - $0.8 million).


7.

Income Tax Expense

     
 
Three Months Ended
Year Ended
(thousands)
Dec 31/02
Dec 31/01
Dec 31/02
Dec 31/01
    Current income taxes
 $4,846
 $5,897
$10,269
 $9,586
    Future income taxes
 22,869
 22,487
 38,602
 32,757
    Income tax expense
$27,715
$28,384
$48,871
$42,343

8.

Comparative Figures
Certain comparative figures for the prior period have been reclassified to conform to the current period's presentation.


9.

Segmented Information

 
For the three months ended December 31, 2002 Uranium  Conversion Gold Total
 
  Revenue $198,773 $50,292 $22,022 $271,087
  Expenses        
      Products and services sold 136,345 25,874 16,752 178,971
      Depreciation, depletion and reclamation 21,694 1,593 4,749 28,036
      Exploration 3,569 - 3,024 6,593
      Research & development - 502 - 502
      Earnings from Bruce Power - - - (8,156)
      Non-segmented expenses       13,750
 
  Earnings before income taxes and minority interest 37,165 22,323 (2,503) 51,391
      Income taxes       27,715
      Minority interest       (748)
 
  Net earnings       24,424
      Preferred securities charges, net of tax       2,301
 
  Net earnings attributable to common shares       $22,123
 
 
  For the three months ended December 31, 2001 Uranium  Conversion Gold Total
 
  Revenue $248,413 $44,401 $28,832 $321,646
  Expenses        
      Products and services sold 152,527 26,779 13,249 192,555
      Depreciation, depletion and reclamation 41,986 4,598 7,455 54,039
      Exploration 3,065 - 3,147 6,212
      Research & development - 532 - 532
      Earnings from Bruce Power - - - 459
      Non-segmented expenses       9,304
 
  Earnings before income taxes 50,835 12,492 4,981 58,545
      Income taxes       28,384
 
  Net earnings       30,161
      Preferred securities charges, net of tax       2,360
 
  Net earnings attributable to common shares       $27,801
 
 
For the year ended December 31, 2002 Uranium  Conversion Gold Total
 
  Revenue $523,723 $137,422 $87,189 $748,334
  Expenses        
      Products and services sold 345,115 82,742 58,298 486,155
      Depreciation, depletion and reclamation 82,716 10,024 20,015 112,755
      Exploration 11,849 - 9,683 21,532
      Research & development - 2,257 - 2,257
      Earnings from Bruce Power - - - (15,769)
      Other (205) - 1,811 1,606
      Gain on property interests (2,670) - - (2,670)
      Non-segmented expenses       39,008
 
  Earnings before income taxes and minority interest 86,918 42,399 (2,618) 103,460
      Income taxes       48,871
      Minority interest       (871)
 
  Net earnings       55,460
      Preferred securities charges, net of tax       9,340
 
  Net earnings attributable to common shares       $46,120
 
 
  For the year ended December 31, 2001 Uranium  Conversion Gold Total
 
  Revenue $471,375 $114,475 $114,989 $700,839
  Expenses        
      Products and services sold 297,968 71,959 52,140 422,067
      Depreciation, depletion and reclamation 85,698 14,454 29,235 129,387
      Exploration 10,143 - 8,060 18,203
      Research & development - 2,097 - 2,097
      Earnings from Bruce Power - - - (12,167)
      Other (590) - - (590)
      Non-segmented expenses       34,278
 
  Earnings before income taxes 78,156 25,965 25,554 107,564
      Income taxes       42,343
 
  Net earnings       65,221
      Preferred securities charges, net of tax       9,325
 
  Net earnings attributable to common shares       $55,896