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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 (GAAP) and follow the same accounting principles and methods of application as the most recent annual consolidated financial statements except for the recent accounting standards adopted described in (a).  Since the interim financial statements do not include all disclosures required by GAAP, they should be read in conjunction with Cameco’s annual consolidated financial statements included in the 2006 annual financial review.  Certain comparative figures for the prior period have been reclassified to conform to the current period’s presentation.

(a)

Financial Instruments – Recognition and Measurement, Hedges and Comprehensive Income
On January 1, 2007, Cameco adopted the standards issued by the Canadian Institute of Chartered Accountants (“CICA”) relating to financial instruments, hedges and other comprehensive income, as described in note 3(a) of the consolidated financial statements for the year ended December 31, 2006. In accordance with the new standards, prior periods have not been restated except for the new accounting policies affecting the cumulative translation account (note 1(a)(iv)).

On January 1, 2007, Cameco recognized all of its financial assets and liabilities in the Consolidated Balance Sheets according to their classification. Any adjustment made to a previous carrying amount was recognized as an adjustment to the balance of retained earnings at that date or as the opening balance of accumulated other comprehensive income (“AOCI”), net of income taxes. Cameco has added two new statements to the consolidated financial statements entitled “Consolidated Statements of Shareholders’ Equity” and “Consolidated Statements of Comprehensive Income”.

(i)

Financial Assets and Financial Liabilities
All financial assets and liabilities will be carried at fair value in the Consolidated Balance Sheets, except for items classified in the following categories, which will be carried at amortized cost: loans and receivables, held-to-maturity securities and financial liabilities not held for trading. Realized and unrealized gains and losses on financial assets and liabilities that are held for trading will be recorded in the Consolidated Statements of Earnings. Unrealized gains and losses on financial assets that are available for sale will be reported in other comprehensive income (“OCI”) until realized, at which time they will be recorded in the Consolidated Statements of Earnings. On transition, there was no impact to Cameco as the accounting was either unchanged or the area was not applicable at January 1, 2007.

Other significant accounting implications arising upon the adoption of the financial instrument standards includes the use of the effective interest method of amortization for any transaction costs or fees, premiums or discounts earned or incurred for financial instruments measured at amortized cost. On transition, there was no impact to Cameco on the amortization of these fees although applicable issue costs, which were previously recognized as deferred charges, were reclassified to their related financial liabilities. As a result, on transition Cameco recorded a net decrease in long-term receivables, investments and other of $7,372,000 and a decrease in long-term debt of $7,372,000.

The fair market value of Cameco’s financial assets and liabilities approximates the carrying amount as a result of the short-term nature of the instruments, or the variable interest rate associated with the instruments, or the fixed interest rate of the instruments being similar to market rates.

(ii)

Financial Instruments - Risk Management
The majority of revenues at Cameco are derived from the sale of uranium products, electricity through its investment in Bruce Power L.P. (“BPLP”), and gold through its investment in Centerra Gold Inc. (“Centerra”). Cameco’s uranium product financial results are closely related to the long and short-term market price of uranium sales and conversion services. Prices fluctuate and can be affected by demand for nuclear power, worldwide production and uranium levels, and political and economic conditions in uranium producing and consuming countries. BPLP’s revenue from electricity is affected by changes in electricity prices associated with an open spot market for electricity in Ontario. Centerra’s gold revenue is largely dependent on the market price of gold, which can be affected by political and economic factors, industry activity and the policies of central banks with respect to their level of gold held as reserves. Financial results for Cameco are also impacted by changes in foreign currency exchange rates and other operating risks. Finally, certain financial assets are subject to credit risks including cash and securities, accounts receivable, and commodity and currency instruments.

To mitigate risks associated with the fluctuations in the market price for uranium products, Cameco seeks to maintain a portfolio of uranium product sales contracts with a variety of delivery dates and pricing mechanisms that provide a degree of protection from price volatility. To mitigate risks associated with the fluctuations in the market price for electricity, BPLP enters into various energy and sales related contracts that qualify as cash flow hedges as disclosed in note 1(a)(iii) and note 3, derivatives.

To mitigate risks associated with foreign currency on its sale of uranium products, Cameco enters into forward sales contracts to establish a price for future delivery of the foreign currency. The majority of the contracts qualify as a cash flow hedge as disclosed in note 1(a)(iii) and note 3, derivatives.

To mitigate risks associated with certain financial assets, Cameco will hold positions with a variety of large creditworthy institutions. Sales of uranium products, with short payment terms, are made to customers that management believes are creditworthy.

(iii)

Hedge Accounting and Derivatives
The purpose of hedging transactions is to modify Cameco’s exposure to one or more risks by creating an offset between changes in the fair value of, or the cash flows attributable to, the hedged item and the hedging item. Hedge accounting ensures that the offsetting gains, losses, revenues and expenses are recognized to net earnings in the same period or periods. When hedge accounting is appropriate, the hedging relationship will be designated as a fair value hedge, a cash flow hedge, or a foreign currency risk hedge related to a net investment in a self-sustaining foreign operation.

At the inception of a hedging relationship, Cameco formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The process includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. Cameco also formally assesses, both at the inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

For fair value hedges, changes in the fair value of the derivatives and corresponding changes in fair value of the hedged items attributed to the risk being hedged will be recognized in the consolidated statements of earnings.  For cash flow hedges, the effective portion of the changes in the fair values of the derivative instruments will be recorded in OCI until the hedged items are recognized in the consolidated statements of earnings.

At January 1, 2007, Cameco did not have any fair value hedges or hedges of net investments in self-sustaining foreign operations. Upon adoption of the new standards, Cameco measured its cash flow hedges at fair value, which resulted in a decrease in other liabilities of $1,444,000 and an increase in AOCI of $1,444,000 pre-tax. Cameco also recognized an increase in long-term receivables, investments and other of $54,567,000 and an increase of $54,567,000 in AOCI pre-tax for BPLP’s various energy and sales related cash flow hedges.

Derivatives may be embedded in other financial instruments (the “host instrument”). Prior to the adoption of the new standards, most embedded derivatives were not accounted for separately from the host instrument except in cases such as Cameco’s unsecured convertible debentures where the fair value of the option component was reflected separately in contributed surplus. Under the new standards, embedded derivatives are treated as separate derivatives when their economic characteristics and risks are not clearly and closely related to those of the host instrument, the terms of the embedded derivative are the same as those of a stand-alone derivative, and the combined contract is not held for trading or designated at fair value. These embedded derivatives are measured at fair value with subsequent changes recognized in gains or losses on derivatives within interest and other on the consolidated statement of earnings.

Upon adoption of the new standards, Cameco recognized embedded foreign currency derivatives on certain of its uranium products sales contracts. As a result, Cameco recorded a net increase in long-term receivables, investments and other of $8,348,000 and an increase of $8,348,000 in retained earnings pre-tax.

(iv)

Cumulative Translation Account
Prior to the adoption of the financial instrument standards at January 1, 2007, exchange gains and losses arising from the translation of the financial statements of a self-sustaining foreign operation were recorded in the cumulative translation account as a separate component of shareholders’ equity. Upon adoption of the new standards, the exchange gains and losses are to be recognized in a separate component of other comprehensive income with restatement of prior periods. The effect of the change in policy is to adjust the opening balance of AOCI by $53,397,000 and eliminate the cumulative translation account.

The following table summarizes the opening adjustments, gross and net of future income taxes, required to adopt the new standards:

                   Retained Earnings               AOCI
(thousands) Gross Net Gross Net
Cash flow hedges $ - $ - $56,011 $38,839
Recognition of embedded derivatives on sales contracts 8,348 5,343
Net $8,348 $5,343 $56,011 $38,839
(b)

Stock-Based Compensation
In July 2006, the Emerging Issues Committee (“EIC”) issued abstract No. 162, Stock-Based Compensation for Employees Eligible to Retire Before the Vesting Date. This EIC clarifies that the compensation cost attributable to options and awards, granted to employees who are eligible to retire or will become eligible to retire during the vesting period, should be recognized immediately if the employee is eligible to retire on the grant date or over the period between the grant date to the date the employee becomes eligible to retire. This EIC requires retroactive application to all stock-based compensation awards accounted for in accordance with the CICA Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payments. This differs from the current practice that recognizes the expense over the period from the grant date to the vesting date.

The effect of the change in policy on the statement of earnings for the quarter ended June 30, 2006 was a $1,753,000 increase in earnings ($0.01 per share) while the effect for the six months ended June 30, 2006 was a $3,487,000 reduction in earnings ($0.01 per share).

2. New Accounting Pronouncements
(a)

Inventories
In May 2007, the Accounting Standards Board issued Handbook Section 3031, Inventories, which supersedes Handbook Section 3030 and converges with the IASB's recently amended standard IAS 2, Inventories.

The standard introduces significant changes to the measurement and disclosure of inventory. The measurement changes include; the elimination of LIFO, the requirement to measure inventories at the lower of cost and net realizable value, the allocation of overhead based on normal capacity, the use of the specific cost method for inventories that are not ordinarily interchangeable or goods and services produced for specific purposes, the requirement for an entity to use a consistent cost formula for inventory of a similar nature and use, and the reversal of previous write-downs to net realizable value when there is a subsequent increase in the value of inventories. Disclosures of inventories have also been enhanced. Inventory policies, carrying amounts, amounts recognized as an expense, write-downs and the reversals of write-downs are required to be disclosed.

This new standard will apply to Cameco effective January 1, 2008. Cameco is assessing the impact this standard will have on its consolidated financial statements.

3.

Derivatives
The following table summarizes the fair value of derivatives and classification on the June 30, 2007 balance sheet:

(thousands) Cameco BPLP Total
Non-hedge derivatives:
Embedded derivatives - sales contracts $11,698  $3,144  $14,842 
Foreign currency contracts (8,614) -   (8,614)
Cash flow hedges:
Foreign currency contracts 92,958  -   92,958 
Energy and sales contracts 56,883  56,883 
Net $96,042  $60,027  $156,069 
Classification:
Current portion of long-term receivables, investments and other [note 4] $75,734   $29,293  $105,027 
Long-term receivables, investments and other [note 4] 36,385  31,105  67,490 
Current portion of other liabilities [note 5] (13,602) (267) (13,869)
Other liabilities [note 5] (2,475) (104) (2,579)
Net $96,042 $60,027  $156,069 

The following tables summarize different components of the (gains) and losses on derivatives:
For the three months ended June 30, 2007
(thousands) Cameco BPLP Total
Non-hedge derivatives:
Embedded derivatives - sales contracts (3,371) $ -  $(3,371)
Foreign currency contracts 1,975  1,975 
Energy and sales contracts (2,372) (2,372)
Cash flow hedges:
Energy and sales contracts (2,401) (2,401)
Ongoing hedge inefficiency (5,545) (5,545)
Net $(6,941) $(4,773) $(11,714)
For the six months ended June 30, 2007
(thousands) Cameco BPLP Total
Non-hedge derivatives:
Embedded derivatives - sales contracts $(4,080) $ -  $(4,080)
Foreign currency contracts 5,255  5,255 
Energy and sales contracts (3,160) (3,160)
Cash flow hedges:
Energy and sales contracts (2,401) (2,401)
Ongoing hedge inefficiency (6,190) (6,190)
Net $(5,015) $(5,561) $(10,576)

Over the next twelve months, based on current exchange rates, Cameco expects an estimated $47,200,000 of pre-tax gains from the foreign currency cash flow hedges to be reclassified through other comprehensive income to net earnings. The maximum length of time Cameco is hedging its exposure to the variability in future cash flows related to foreign currency on anticipated transactions is five years.

Over the next twelve months, based on current prices, Cameco expects an estimated $27,940,000 of pre-tax gains from BPLP’s various energy and sales related cash flow hedges to be reclassified through other comprehensive income to net earnings. The maximum length of time BPLP is hedging its exposure to the variability in future cash flows related to electricity prices on anticipated transactions is five years.

   
4.

Long-Term Receivables, Investments and Other

  As At
(thousands) Jun 30/07 Dec 31/06
BPLP
Capital lease receivable from Bruce A L.P. $97,422  $97,518 
Derivatives [note 3] 60,398 
Receivable from Ontario Power Generation 7,142  11,281 
Accrued pension benefit asset 10,809  11,992 
Kumtor Gold Company
Reclamation trust fund 6,520  6,999 
Investments in associated companies
Investment in UNOR Inc. (market value $8,430) 8,201  8,893 
Investment in UEX Corporation (market value $291,038) 16,745  19,151 
Derivatives [note 3] 112,119  433 
Deferred charges
Cost of sales 40,501  75,854 
Debt issue costs [note 1] 7,372 
Investment in Huron Wind L.P. 2,263  2,340 
Advances receivable 60,316  46,094 
Accrued pension benefit asset 7,011  7,889 
Other 6,387  7,076 
  435,834  302,892 
Less current portion (112,508) (9,178)
Net $323,326  $293,714 
   
5. Other Liabilities
  As At
(thousands) Jun 30/07 Dec 31/06
Deferred sales $95,268  $107,330 
Derivatives [note 3] 16,077  10,127 
Deferred currency hedges [note 1] 26,333 
Accrued post-retirement benefit liability 13,277  12,166 
Zircatec acquisition holdback 10,000  20,000 
BPLP
Accrued post-retirement benefit liability 97,348  86,856 
Derivatives [note 3] 371  -  
Deferred revenue - electricity contracts 428  856 
Other 25,693  9,710 
  258,462  273,378 
Less current portion (33,052) (40,737)
Net $225,410  $232,641 
   
6.

Long-Term Debt
The fair value of the outstanding convertible debentures based on the quoted market price of the debentures at June 30, 2007 was approximately $1,147,130,000.

Cameco has arranged for a standby product loan facility with one of its customers. The arrangement, which was finalized in 2006, allows Cameco to borrow up to 2,600,000 pounds U3O8 equivalent over the period 2006 to 2008 with repayment in 2008 and 2009. Of this material, up to 1,000,000 kilograms of uranium can be borrowed in the form of UF6.  Any borrowings will be secured by letters of credit and are payable in kind.  Under the loan facility, standby fees of 2.25% are payable based on the market value of the facility, and interest is payable on the market value of any amounts drawn at a rate of 4.0%. Any borrowings will be secured by letters of credit and are payable in kind.

Revenue from future deliveries to this counterparty (up to the limit of the loan facility) will be deferred until the loan arrangement has been terminated, or if drawn upon, when the loan is repaid and that portion of the facility is terminated.

The market value of the available facility is based on the quoted market price of the products at June 30, 2007 and was approximately $365,700,000 (US). As at June 30, 2007, the company did not have any loan amount outstanding under the facility.

Previously, Cameco had two other product loan arrangements with another one of its customers. These arrangements had allowed Cameco to borrow up to 2,960,000 pounds U3O8 equivalent. Of this material, up to 400,000 kilograms of uranium could be borrowed in the form of UF6. During the quarter, Cameco terminated these two arrangements.  Cameco recognized in its earnings $41,645,000 of the revenues, and the related costs, that had been deferred in 2006 and cancelled $150,000,000 (US) of related letter of credit facilities.

   
7. Share Capital
(a)

At June 30, 2007, there were 353,912,408 common shares outstanding.

(b)

Options in respect of 6,705,314 shares are outstanding under the stock option plan and are exercisable up to 2017.  Upon exercise of certain existing options, additional options in respect of 24,300 shares would be granted.  For the quarter ended June 30, 2007, 482,492 options were exercised (2006 – 387,570).  For the six months ended June 30, 2007, 1,619,776 options were exercised (2006 – 1,731,814).

   
8. Interest and Other
        Three Months Ended       Six Months Ended
(thousands) Jun 30/07 Jun 30/06 Jun 30/07 Jun 30/06
Interest on long-term debt $10,720  $10,741  $21,182  $23,176 
Other interest and financing charges 2,895  379  5,728  835 
Interest income (8,099) (7,527) (16,592) (13,509)
Foreign exchange losses (gains) 4,095  (353) 4,333  (170)
Gains on derivatives (11,714) (3,108) (10,576) (2,715)
Capitalized interest (7,610) (7,807) (15,181) (15,691)
Net $(9,713) $(7,675) $(11,106) $(8,074)
   
9. Gain on Sale of Assets
        Three Months Ended       Six Months Ended
(thousands) Jun 30/07 Jun 30/06 Jun 30/07 Jun 30/06
Sale of geological data $-   $-   $(4,391) $-  
Other -   (1,727) (502) (1,961)
Net $-   $(1,727) $(4,893) $(1,961)

   
10. Other Expense
        Three Months Ended       Six Months Ended
(thousands) Jun 30/07 Jun 30/06 Jun 30/07 Jun 30/06
Equity in loss of associated companies $(2,193) $(1,513) $(3,092) $(3,912)
Other 536 -   536  -  
Net $(1,657) $(1,513) $(2,556) $(3,912)

   
11. Income Tax Expense (Recovery)
         Three Months Ended        Six Months Ended
(thousands)
Jun 30/07
Jun 30/06
Jun 30/07
Jun 30/06
Earnings (loss) before income taxes and minority interest
Canada $53,549  $13,366  $(60,779) $3,828 
Foreign 200,591  76,247  362,696  221,369 
  $254,140  $89,613  $301,917  $225,197 
Current income taxes
Canada $32,593  $15,910  $50,705  $37,702 
Foreign 21,746  3,968  39,181  12,876 
  $54,339  $19,878  $89,886  $50,578 
Future income taxes
Canada $(10,417) $(96,008) $(59,045) $(113,898)
Foreign (5,079) (1,275) (7,501) (1,482)
  $(15,496) $(97,283) $(66,546) $(115,380)
Income tax expense (recovery) $38,843  $(77,405) $23,340  $(64,802) 
 

In March, the federal government introduced amendments to the Canadian Income Tax Act that provide for a 0.5% reduction in the general corporate income tax rate. The federal tax rate will decline in 2011 from 19% to 18.5%. This legislation was substantively enacted in June.

Under Canadian accounting rules, the cumulative effect of a change in income tax legislation on future income tax assets and liabilities is included in a company’s financial statements in the period of substantive enactment. Accordingly, Cameco reduced its balance sheet provision for future income taxes and recognized a non-cash income tax adjustment of $3,000,000 ($0.01 per share diluted) in the second quarter of 2007.

Other comprehensive income included on the consolidated statement of shareholders’ equity and the consolidated statement of comprehensive income is presented net of income taxes.  The following income tax amounts are included in each component of other comprehensive income:

 
             Three
           Months
           Ended
         Six
           Months
           Ended
(thousands) Jun 30/07 Jun 30/07
Net gains on derivatives designated as cash flow hedges $46,655  $45,562 
Net gains on derivatives designated as cash flow hedges transferred to net earnings (4,057) (7,604)
Total income tax expense included in OCI $42,598  $37,958 
   
12. Per Share Amounts
  (as adjusted-
note 1(b))
(as adjusted-
note 1(b))
            Three Months Ended          Six Months Ended
(thousands) Jun 30/07 Jun 30/06 Jun 30/07 Jun 30/06
Basic earnings per share computation
Net earnings  $204,877 $150,423 $263,381  $262,632
Weighted average common shares outstanding 353,691 351,132 353,050 350,536
Basic earnings per common share  $0.58  $0.43  $0.75   $0.75
Diluted earnings per share computation
Net earnings $204,877 $150,423 $263,381 $262,632
Dilutive effect of:
Convertible debentures 2,399 2,241 4,797 4,483
Net earnings, assuming dilution $207,276 $152,664 $268,178 $267,115
Weighted average common shares outstanding 353,691 351,132 353,050 350,536
Dilutive effect of:
Convertible debentures 21,209 21,209 21,209 21,209
Stock options 3,694 4,642 3,697 4,769
Weighted average common shares outstanding, assuming dilution 378,594 376,983 377,956 376,514
Diluted earnings per common share $0.55 $0.40 $0.71 $0.71
13.

Stock-Based Compensation
Stock Option Plan
Cameco has established a stock option plan under which options to purchase common shares may be granted to officers and other employees of Cameco.  The options vest over three years and expire eight years from the date granted. Options granted prior to 1999 expire 10 years from the date of the grant of the option.

The aggregate number of common shares that may be issued pursuant to the Cameco stock option plan shall not exceed 43,017,198, of which 23,949,489 shares have been issued.

Cameco records compensation expense with an offsetting credit to contributed surplus to reflect the estimated fair value of stock options granted to employees.  For the quarter ended June 30, 2007, the amount recorded was $2,355,000 (2006 - $2,758,000).  For the six months ended June 30, 2007, the amount recorded was $9,400,000 (2006 - $12,119,000).

The fair value of the options issued was determined using the Black-Scholes option-pricing model with the following assumptions:

        Six Months Ended
(thousands) Jun 30/07 Jun 30/06
Number of options granted 973,475  1,519,830 
Average strike price $46.82  $41.03 
Expected dividend $0.20  $0.16 
Expected volatility 36%  35% 
Risk-free interest rate 4.0%  4.0% 
Expected life of option 3.5 years  4 years 
Expected forfeitures 15%  15% 
Weighted average grant date fair values $14.30  $13.19 
Amendment to Stock Option Plan
On July 27, 2007, Cameco’s board of directors approved an amendment to the company’s stock option program introducing a cash settlement feature for the exercise of employee stock options.

Due to the introduction of the cash settlement feature, we will be required to classify the stock options as liabilities rather than as equity.  As a result, we will record an expense of approximately $103,000,000 in the third quarter based upon a $43.00 closing price of the common shares on the Toronto Stock Exchange on July 27, 2007.  A corresponding recovery of future income taxes of approximately $39,000,000 will also be recorded in the third quarter of 2007.  At future reporting dates, the liability for the outstanding stock options subject to cash settlement will be remeasured using the company’s share price at the balance sheet date.

As at July 27, 2007, Cameco had approximately 6,700,000 options outstanding, of which approximately 3,800,000 were vested.

14. Statements of Cash Flows
Other Operating Items
        Three Months Ended  Six Months Ended
(thousands) Jun 30/07 Jun 30/06 Jun 30/07 Jun 30/06
Inventories $6,066  $(46,858) $(45,507) $(20,318)
Accounts receivable (124,089) 4,512  99,435  98,563 
Accounts payable and accrued liabilities 34,501  5,340  (50,787) (9,515)
Other (8,177) (16,764) (13,647) 2,072 
Total $(91,699) $(53,770) $(10,506) $70,802 
15. Commitments and Contingencies
The following represent the material legal claims against the company and its subsidiaries.
(a)

On February 12, 2004, Cameco, Cameco Bruce Holdings II Inc., BPC Generation Infrastructure Trust and TransCanada Pipelines Limited (collectively, the “Consortium”) sent a letter to British Energy Limited and British Energy International Holdings Limited (collectively, “BE”) requesting, amongst other things, indemnification for breach of a representation and warranty contained in the February 14, 2003 Amended and Restated Master Purchase Agreement. The alleged breach is that the Unit 8 steam generators were not “in good condition, repair and proper working order, having regard to their use and age.”  This defect was discovered during a planned outage conducted just after closing.   As a result of this defect, the planned outage had to be significantly extended.  The Consortium has claimed damages in the amount of $64,558,200 being 79.8% of the $80,900,000 of damages actually incurred, plus an unspecified amount to take into account the reduced operating life of the steam generators.  A decision to proceed with arbitration has been made but formal commencement of proceedings has not taken place because counsel for the Consortium and BE have yet to agree on the composition of the arbitration panel.

In anticipation of this claim, BE issued on February 10, 2006 and then served on Ontario Power Generation Inc. and Bruce Power LP a Statement of Claim. This Statement of Claim seeks damages for any amounts that BE is found liable to pay to the Consortium in connection with the Unit 8 steam generator arbitration described above, damages in the amount of $500,000,000, costs and pre and post judgment interest amongst other things.  A decision to proceed with arbitration and an agreement with BE’s counsel to approach a sole arbitrator has been made.  It is anticipated that a meeting with the potential arbitrator will take place in the next few weeks and, assuming that he is prepared to act as arbitrator, that a schedule for the arbitration will then be set.

Management is of the opinion, after review of the facts with counsel, that this action against Bruce Power LP will not have a material financial impact on Cameco's financial position, results of operations and liquidity.

(b)

During the first quarter of 2007, the Parliament of the Kyrgyz Republic accepted in the first reading and returned to committee for further deliberation draft legislation that, among other things, challenges the legal validity of Kumtor Gold Company (“Kumtor”) agreements with the Kyrgyz Republic, proposes recovery of additional taxes on amounts relating to past activities, and provides for the transfer of gold deposits (including Kumtor) to a state-owned entity.  If the law is enacted, there would be a substantial risk of harm to Centerra’s rights and therefore the value of Cameco’s investment in Centerra.  Cameco expects the draft bill to be the subject of extensive discussion and parliamentary procedure before being considered for further approval, if at all.  The bill was on the parliamentary agenda for its May session, which began May 21, 2007, but was not brought forward for discussion.  Currently this action has no legislative effect and does not interfere with Centerra's operations in the country.

Cameco, Centerra and the Kyrgyz government held discussions in Bishkek from July 16 to 20, 2007.  Cameco and the Kyrgyz government working group have presented their views of the Kumtor project and their positions regarding material economic terms for settlement of all disputes.  The parties agreed to report the results of this round of discussions to their respective Boards, Prime Minister and the President of the Republic and to consider the proposals in greater detail.  If the issues between the Kyrgyz Republic, Cameco and Centerra are not resolved to their mutual satisfaction, the risks to Centerra and Cameco will increase. We are uncertain if an agreement can be reached to resolve these issues. We expect that the parties will resume discussions in the near future.

(c)

Pursuant to an agreement between Centerra Gold Mongolia Limited (“CGM”) and Gatsuurt LLC, an unrelated Mongolian company, under which CGM acquired the Gatsuurt licenses, CGM agreed to transfer the principal license covering the Gatsuurt property to Gatsuurt LLC if CGM did not complete a feasibility study by December 31, 2005.  CGM completed a feasibility study in December 2005.  Gatsuurt LLC informed Centerra that it does not believe that CGM complied with its obligation and began proceedings in the Mongolian National Arbitration Court (“MNAC”) alleging non-compliance by CGM and seeking the return of the principal license for the Gatsuurt property.  CGM believes that the Gatsuurt LLC claim is without merit and on July 10, 2007 filed a petition with Mongolia’s District Court contesting the jurisdiction of the MNAC. On July 25, 2007, the Mongolian District Court returned CGM’s petition, without a decision on the jurisdictional issue, to permit CGM to supplement its submissions.  MNAC has suspended its proceedings, pending a decision by the Mongolian District Court as to MNAC’s jurisdiction.  CGM’s challenge to the jurisdiction of the MNAC may be unsuccessful, resulting in the MNAC taking jurisdiction over the dispute.  Any decision of the MNAC may be final and binding on CGM.  An appeal, if any, would likely be to the courts of Mongolia.  Even if the jurisdiction of the MNAC is successfully challenged, Gatsuurt LLC may choose to continue to pursue its claim through the courts of Mongolia.

(d)

Centerra continues to advance negotiations regarding its Boroo Gold Company LLC (“Boroo”) stability agreement with the Mongolian government amid strong nationalistic sentiment in the country.  No agreement has been reached.  If the negotiations are not successful, the government may threaten to terminate the stability agreement.  Centerra does not believe there is any valid basis for such termination.

The Mongolian Minister of Finance has asserted that Boroo is subject to tax at the rate of 20% effective January 1, 2007, rather than March 1, 2007, on the basis that commercial production, and therefore the three-year tax exemption applicable to Boroo under its stability agreement, began on January 1, 2004 rather than March 1, 2004.  Centerra disputes the Minister’s claim.  Centerra believes that this and other remaining matters will be resolved as part of continuing negotiations on the Boroo stability agreement

(e) Cameco, as a partner in BPLP, has provided the following financial assurances, with varying terms to 2018:
(i)

Licensing assurances to Canadian Nuclear Safety Commission of up to $133,300,000.  At June 30, 2007, Cameco’s actual exposure under these assurances was $23,700,000.

(ii) Guarantees to customers under power sale agreements of up to $47,000,000.  Cameco did not have any actual exposure under these guarantees at June 30, 2007.
(iii) Termination payments to Ontario Power Generation Inc. pursuant to the lease agreement of $58,300,000.
16. Segmented Information
For the three months ended June 30, 2007
  Fuel Inter-
  Uranium Services Electricity Gold Segment Total
Revenue $457,861 $64,268 $97,668 $117,298 $(11,674) $725,421
 
Expenses
Products and services sold 179,568 53,126 56,899 62,539 (11,811) 340,321
Depreciation, depletion and reclamation 44,536 5,414 11,393 14,537 75,880
Exploration 10,454 - - 4,770 15,224
Cigar Lake remediation 7,286 - - - 7,286
Research and development - 1,085 - - 1,085
Other expense 2,178 - - - 2,178
Non-segmented expenses 29,307
Earnings before income taxes and minority interest 213,839 4,643 29,376 35,452 137  254,140
Income tax expense [note 11] 38,843
Minority interest 10,420
Net earnings $204,877

For the three months ended June 30, 2006 (as adjusted – note 1(b))
  Fuel Inter-
  Uranium Services Electricity Gold Segment Total
Revenue $140,988  $57,393 $104,254 $121,450  $(6,688) $417,397 
 
Expenses
Products and services sold 87,721  46,320 51,053 65,263  (4,497) 245,860 
Depreciation, depletion and reclamation 17,622  4,702 11,084 11,472  (875) 44,005 
Exploration 6,393  - - 5,614  12,007 
Research and development 585 - 585 
Other expense 1,499  - - 1,499 
Gain on sale of assets (627) - - (1,342) (1,969)
Non-segmented expenses 25,797 
Earnings before income taxes and minority interest 28,380  5,786 42,117 40,443 (1,316) 89,613 
Income tax recovery [note 11] (77,405)
Minority interest 16,595 
Net earnings $150,423 

  For the six months ended June 30, 2007
  Fuel Inter-
  Uranium Services Electricity Gold Segment Total
Revenue $641,013  $108,218 $189,364 $213,411 $(17,248) $1,134,758
 
Expenses
Products and services sold 282,608  85,190 123,215 122,706 (17,518) 596,201 
Depreciation, depletion and reclamation 64,991  8,299 22,455 26,781 122,526 
Exploration 18,747  - - 10,984 29,731 
Cigar Lake remediation 18,659  - - - 18,659 
Research and development 1,837 - - 1,837 
Other expense 3,106  - - - 3,106 
Gain on sale of assets (4,893) - - - (4,893)
Non-segmented expenses 65,674 
Earnings before income taxes and minority interest 257,795  12,892 43,694 52,940 270  301,917
Income tax expense [note 11] 23,340
Minority interest 15,196
Net earnings $263,381

For the six months ended June 30, 2006 (as adjusted – note 1(b))
  Fuel Inter-
  Uranium Services Electricity Gold Segment Total
Revenue $425,498  $101,395 $213,722 $228,811  $(10,089) $959,337 
Expenses
Products and services sold 247,302  78,587 101,074 127,613  (6,799) 547,777 
Depreciation, depletion and reclamation 45,649  7,308 21,919 20,894  (1,197) 94,573 
Exploration 12,275  - - 12,517  24,792 
Research and development 1,326 - 1,326 
Other expense 3,894  - - 3,894 
Gain on sale of assets (645) - - (1,316) (1,961)
Non-segmented expenses 63,739 
Earnings before income taxes and minority interest 117,023 14,174 90,729 69,103 (2,093) 225,197 
Income tax recovery [note 11] (64,802)
Minority interest 27,367 
Net earnings $262,632 
17.  Subsequent Event

On July 13, 2007, Cameco discovered uranium and evidence of other production-associated chemicals in the soil beneath its Port Hope uranium hexafluoride (UF6) conversion plant. As a result, full production of UF6 will likely be suspended for a minimum of two months until Cameco has determined the source of the chemicals and developed appropriate plans. Preliminary estimates indicate that the remediation of the contaminated area will cost approximately $3,000,000 and Cameco has accrued that amount as an operating expense in the second quarter of 2007. The assessment of the extent of the contamination is ongoing and the cost estimate is subject to change. The provision for the remediation expense will be revised as better information becomes available.

   
18.  Comparative Figures

Certain prior year balances have been reclassified to conform to the current financial statement presentation.