| 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 statements 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 September 30, 2006 was a
$1,719,000 increase in earnings ($0.01 per share) while the effect for the nine
months ended September 30, 2006 was a $1,768,000 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 and is not expected to have a material impact on its
consolidated financial statements. |
|
| 3. |
Derivatives
The following table summarizes
the fair value of derivatives and classification on the September 30, 2007
balance sheet:
 |
| (thousands) |
Cameco |
BPLP |
Total |
 |
| Non-hedge derivatives: |
|
| Embedded derivatives - sales contracts |
$10,694 |
$5,471 |
$16,165 |
| Foreign currency contracts |
12,759 |
- |
12,759 |
| Cash flow hedges: |
|
| Foreign currency contracts |
171,736 |
- |
171,736 |
| Energy and sales contracts |
- |
85,243 |
85,243 |
| |
|
 |
| Net |
$195,189 |
$90,714 |
$285,903 |
|
 |
| Classification: |
|
| Current portion of
long-term receivables, investments |
|
| and other [note 4] |
$148,783 |
$41,021 |
$189,804 |
| Long-term receivables, investments and
other [note 4] |
68,739 |
49,985 |
118,724 |
| Current portion of other liabilities [note 5] |
(17,644) |
- |
(17,644) |
| Other liabilities [note 5] |
(4,689) |
(292) |
(4,981) |
 |
| Net |
$195,189 |
$90,714 |
$285,903 |
 |
The following tables summarize
different components of the (gains) and losses on derivatives:
For the three months ended September
30, 2007
 |
|
| (thousands) |
Cameco |
BPLP |
Total |
 |
| Non-hedge derivatives: |
|
| Embedded derivatives - sales contracts |
$523 |
$ - |
$523 |
| Foreign currency contracts |
(16,223) |
- |
(16,223) |
| Energy and sales contracts |
- |
(2,782) |
(2,782) |
| Cash flow hedges: |
|
| Energy and sales contracts |
- |
(3,066) |
(3,066) |
| Ongoing hedge inefficiency |
(1,737) |
- |
(1,737) |
| Ineligible for hedge accounting |
(15,355) |
- |
(15,355) |
| |
|
 |
| Net |
$(32,792) |
$(5,848) |
$(38,640) |
 |
For the nine months ended September 30, 2007
 |
| (thousands) |
Cameco |
BPLP |
Total |
 |
| Non-hedge derivatives: |
|
| Embedded derivatives - sales contracts |
$(3,557) |
$ - |
$(3,557) |
| Foreign currency contracts |
(10,968) |
- |
(10,968) |
| Energy and sales contracts |
- |
(5,942) |
(5,942) |
| Cash flow hedges: |
|
| Energy and sales contracts |
- |
(5,467) |
(5,467) |
| Ongoing hedge inefficiency |
(7,927) |
- |
(7,927) |
| Ineligible for hedge accounting |
(15,355) |
- |
(15,355) |
| |
|
 |
| Net |
$(37,807) |
$(11,409) |
$(49,216) |
 |
Over the next twelve months,
based on current exchange rates, Cameco expects an estimated $77,400,000 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 hedges 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 $39,500,000 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) |
Sept 30/07 |
Dec 31/06 |
 |
| BPLP |
|
| Capital lease receivable from Bruce A
L.P. |
$97,360 |
$97,518 |
| Derivatives [note 3] |
91,006 |
- |
| Receivable from Ontario Power
Generation |
5,024 |
11,281 |
| Accrued pension benefit asset |
10,612 |
11,992 |
| Kumtor Gold Company |
|
| Reclamation trust fund |
4,783 |
6,999 |
| Equity accounted investments |
|
| UNOR Inc. (market value $7,948) |
7,617 |
8,893 |
| UEX Corporation (market value
$237,127) |
14,991 |
19,151 |
| Minergia S.A.C. (privately held) |
624 |
- |
| Available-for-sale securities |
|
| Western Uranium Corporation |
14,357 |
- |
| Cue Capital Corp. |
3,971 |
- |
| Derivatives [note 3] |
217,522 |
433 |
| Deferred charges |
|
| Cost of sales |
53,745 |
75,854 |
| Debt issue costs [note 1] |
- |
7,372 |
| Investment in Huron Wind L.P. |
2,186 |
2,340 |
| Advances
receivable |
68,120 |
46,094 |
| Asset-backed commercial paper in
default [note 8] |
11,000 |
- |
| Accrued pension benefit asset |
6,558 |
7,889 |
| Other |
7,479 |
7,076 |
 |
| |
616,955 |
302,892 |
| Less
current portion |
(195,148) |
(9,178) |
 |
| Net |
$421,807 |
$293,714 |
 |
|
| |
|
| 5. |
Other Liabilities
 |
| |
As At |
| (thousands) |
Sept 30/07 |
Dec 31/06 |
 |
| Deferred sales |
$112,413 |
$107,330 |
| Derivatives [note 3] |
22,333 |
10,127 |
| Deferred currency hedges [note 1] |
- |
26,333 |
| Accrued post-retirement benefit
liability |
13,425 |
12,166 |
| Zircatec acquisition holdback |
10,000 |
20,000 |
| BPLP |
|
| Accrued post-retirement benefit
liability |
102,404 |
86,856 |
| Derivatives [note 3] |
292 |
- |
| Deferred revenue - electricity
contracts |
214 |
856 |
| Other |
30,076 |
9,710 |
 |
| |
291,157 |
273,378 |
| Less
current portion |
(34,778) |
(40,737) |
 |
| Net |
$256,379 |
$232,641 |
 |
|
| |
|
| 6. |
Long-Term Debt
The
fair value of the outstanding convertible debentures, based on the quoted
market price of the debentures at September 30, 2007, was approximately $981,310,000.
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. 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 September 30,
2007 and was approximately $220,210,000 (US). As at September 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 second 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 September 30, 2007, there were 347,117,058 common
shares outstanding. This balance is net
of 1,806,300 shares that were repurchased in September, but not cancelled until
early October. |
| (b) |
Options in respect of 6,526,928 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 18,300
shares would be granted. For the quarter
ended September 30, 2007, 37,950 options were exercised (2006 – 795,125). For the nine months ended September 30, 2007,
1,657,726 options were exercised (2006 – 2,526,939). |
| (c) |
On September 6, 2007, Cameco announced an open market share repurchase program for
cancellation of up to 17,700,000 of its common shares, representing 5% of its
common shares then outstanding. This
repurchase program is authorized to be in effect until September 10, 2008. As at September 30, 2007 6,833,300 shares had
been repurchased under this program at a cost of $308,068,000. The excess of the repurchase cost of these
shares over their book value, amounting to $291,833,000, has been charged to
contributed surplus. |
|
| |
|
| 8. |
Interest and Other
 |
| |
|
|
| |
Three Months Ended |
Nine Months Ended |
| (thousands) |
Sept 30/07 |
Sept 30/06 |
Sept 30/07 |
Sept 30/06 |
 |
| Interest on long-term debt |
$11,485 |
$10,377 |
$32,667 |
$33,552 |
| Other interest and financing
charges |
1,471 |
1,601 |
7,199 |
2,436 |
| Write-down of investment in
commercial paper |
2,000 |
- |
2,000 |
- |
| Interest income |
(5,767) |
(6,333) |
(22,359) |
(19,843) |
| Foreign exchange losses |
17,912 |
444 |
22,245 |
274 |
| Losses (gains) on derivatives |
(38,640) |
3,413 |
(49,216) |
698 |
| Capitalized interest |
(7,709) |
(7,711) |
(22,890) |
(23,401) |
 |
| Net |
$(19,248) |
$1,791 |
$(30,354) |
$(6,284) |
 |
During the third quarter of 2007, Cameco discontinued hedge accounting for
certain foreign exchange contracts that had been designated as cash flow hedges
of future USD-denominated sales. Revised
forecasts indicated that it was no longer probable that certain transactions
would occur as anticipated in the originally specified time periods. As a result, Cameco reclassified a gain of
$15,000,000 to earnings from accumulated other comprehensive income.
At September 30, 2007, Cameco held $13,000,000 in
asset-backed commercial paper that was in default. These investments were initially classified
as held-to-maturity instruments and were carried at amortized cost. Due to lack of liquidity and a yield on these
instruments, an impairment loss of $2,000,000 was recognized in the
quarter. It is possible that the amount
ultimately recovered may differ from this estimate. Cameco continues to investigate the
implications of the default and the remedies available. In addition, these investments have been reclassified as long-term assets [note 4] rather than cash due to uncertainty as to the timing of collection. |
| |
|
| 9. |
Loss (Gain)
on Sale of Assets
 |
| |
Three Months Ended |
Nine Months Ended |
| (thousands) |
Sept 30/07 |
Sept 30/06 |
Sept 30/07 |
Sept 30/06 |
 |
| Sale of geological data |
$ - |
$ - |
$(4,391) |
$ - |
| Interest in Fort a la Corne
Joint Venture |
- |
(44,782) |
- |
(44,782) |
| Voting rights in Fort a la Corne Joint Venture |
- |
(5,889) |
- |
(5,889) |
| Other |
1,792 |
348 |
1,290 |
(1,613) |
 |
| Net |
$1,792 |
$(50,323) |
$(3,101) |
$(52,284) |
 |
|
| |
|
| 10. |
Other Income
(Expense)
 |
| |
Three Months
Ended |
Nine Months Ended |
| (thousands) |
Sept 30/07 |
Sept 30/06 |
Sept 30/07 |
Sept 30/06 |
 |
| Equity in loss of associated
companies |
$(2,375) |
$(663) |
$(5,466) |
$(4,576) |
| Insurance settlement (Kumtor) |
- |
15,366 |
- |
15,366 |
| Claim settlement [note 17(b)] |
(3,175) |
- |
(3,175) |
- |
| Other |
- |
- |
536 |
- |
 |
| Net |
$(5,550) |
$14,703 |
$(8,105) |
$10,790 |
 |
|
| |
|
| 11. |
Income Tax Expense (Recovery)
 |
| |
Three Months
Ended |
Nine Months
Ended |
| (thousands) |
Sept 30/07 |
Sept 30/06 |
Sept 30/07 |
Sept 30/06 |
 |
| Earnings before income taxes and |
|
| minority interest |
|
| Canada |
$(217,187) |
$39,245 |
$(277,965) |
$43,070 |
| Foreign |
314,032 |
46,177 |
676,728 |
267,546 |
 |
| |
$96,845 |
$85,422 |
$398,763 |
$310,616 |
 |
| |
|
|
| Current income taxes |
|
|
| Canada |
$26,803 |
$25,208 |
$77,508 |
$62,910 |
| Foreign |
22,682 |
(780) |
61,863 |
12,096 |
 |
| |
$49,485 |
$24,428 |
$139,371 |
$75,006 |
| Future income taxes |
|
|
| Canada |
$(44,320) |
$(16,134) |
$(103,365) |
$(130,032) |
|
2,687 |
(3,795) |
(4,814) |
(5,277) |
 |
| |
$(41,633) |
$(19,929) |
$(108,179) |
$(135,309) |
 |
| Income tax expense (recovery) |
$7,852 |
$4,499 |
$31,192 |
$(60,303) |
 |
|
| |
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 statements of shareholders’ equity and the
consolidated statements 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 |
Nine Months Ended |
| (thousands) |
Sept 30/07 |
Sept 30/07 |
 |
| Net gains on derivatives
designated as cash flow hedges |
$53,166 |
$98,728 |
| Net
gains on derivatives designated as cash flow hedges transferred to net earnings |
(10,956) |
(18,560) |
 |
| Total income tax expense
included in OCI |
$42,210 |
$80,168 |
 |
|
| |
|
| 12. |
Per Share
Amounts
|
 |
| |
|
(as adjusted - |
|
(as adjusted - |
| |
|
|
|
|
|
Three Months
Ended |
Nine Months
Ended |
| (thousands) |
Sept 30/07 |
Sept 30/06 |
Sept 30/07 |
Sept 30/06 |
 |
| Basic earnings per share
computation |
|
| Net earnings |
$91,233 |
$72,744 |
$354,615 |
$335,373 |
| Weighted average common shares |
|
| outstanding |
353,113 |
351,629 |
353,071 |
350,904 |
 |
| Basic earnings per common share |
$0.26 |
$0.21 |
$1.00 |
$0.96 |
 |
| Diluted earnings per share
computation |
|
| Net earnings |
$91,233 |
$72,744 |
$354,615 |
$335,373 |
 |
| Dilutive effect of: |
|
| Convertible debentures |
2,399 |
2,241 |
7,196 |
6,724 |
|
 |
| Net earnings, assuming dilution |
$93,632 |
$74,985 |
$361,811 |
$342,097 |
 |
| Weighted average common shares
outstanding |
353,113 |
351,629 |
353,071 |
350,904 |
| Dilutive effect of: |
|
| Convertible debentures |
21,209 |
21,209 |
21,209 |
21,209 |
| Stock options |
4,324 |
4,496 |
3,494 |
4,760 |
 |
| Weighted average common shares |
|
| outstanding, assuming dilution |
378,646 |
377,334 |
377,774 |
376,873 |
 |
| Diluted earnings per common
share |
$0.25 |
$0.20 |
$0.96 |
$0.91 |
 |
|
| 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 23,987,439 shares have
been issued.
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. The
cash settlement feature allows option holders to elect to receive an amount in
cash equal to the intrinsic value, being the excess market price of the common
share over the exercise price of the option, instead of exercising the option
and acquiring common shares. All outstanding
stock options are now classified as liabilities and are carried at their
intrinsic value. The intrinsic value of
the liability is marked to market each period. The intrinsic value is amortized to expense over the shorter of, the
period to eligible retirement, or the vesting period. Previously, all stock options were classified
as equity and were accounted for using the fair value method. Under this method, the compensation cost of
options granted was measured at estimated fair value at the grant date and
recognized over the shorter of, the period to eligible retirement, or the
vesting period. The impact of the
reclassification of the stock options at July 27, 2007 was an increase in
liabilities of $116,050,000, a decrease in contributed surplus of $21,875,000
and a decrease to earnings of $94,175,000. In addition, a future tax recovery of $35,225,000 was recorded.
For
the quarter ended September 30, 2007, the amount recorded for stock option
expense was $9,663,000 (2006 - $2,881,000). For the nine months ended September 30, 2007, the amount recorded was
$19,063,000 (2006 - $15,000,000). These
amounts are exclusive of the expense recorded upon adoption of the cash
settlement feature on July 27, 2007.
The fair value of the options granted prior to July
27, 2007 was determined using the Black-Scholes option-pricing model with the
following assumptions:
 |
|
Nine Months
Ended |
| |
Sept 30/07 |
Sept 30/06 |
 |
| Number of options granted |
973,475 |
1,528,130 |
| Average strike price |
$46.82 |
$41.04 |
| 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 |
 |
|
| 14. |
Goodwill
Cameco tests goodwill for possible impairment on an annual
basis and at any other time if an event occurs or circumstances change that would
more likely than not reduce the fair value of a reporting unit below its
carrying amount. During the third
quarter of 2007, Cameco completed the goodwill impairment test for all
reporting units. The results of this
test have indicated there is no impairment.
|
| 15. |
Statements of Cash Flows
Other
Operating Items
|
 |
|
Three Months Ended |
Nine Months Ended |
| (thousands) |
Sept 30/07 |
Sept 30/06 |
Sept 30/07 |
Sept 30/06 |
 |
| Inventories |
$33,452 |
$(78,073) |
$(12,055) |
$(98,391) |
| Accounts receivable |
96,586 |
129,698 |
196,021 |
228,261 |
| Accounts payable and accrued
liabilities |
53,227 |
(33,838) |
2,440 |
(43,353) |
| Other |
5,526 |
11,150 |
(8,121) |
13,223 |
 |
| Total |
$188,791 |
$28,937 |
$178,285 |
$99,740 |
 |
|
| 16. |
Restructuring of the Gold Business
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.
As a result, Cameco and Centerra
entered into discussions with the Kyrgyz Government. These discussions resulted in the signing of
two agreements, both dated August 30, 2007, between the Government of the
Kyrgyz Republic and, respectively, Cameco and Centerra. Under
the terms of the agreements, the Kyrgyz Government and Kyrgyzaltyn JSC, a joint
stock company owned by the Kyrgyz Government, agree to support Centerra’s
continuing long-term development of the Kumtor project and agree to facilitate
eventual divestiture of Cameco’s interest in Centerra. In return, the Kyrgyz
Government will receive 32,305,238 shares (22,305,238 net from Cameco and
10,000,000 treasury shares from Centerra) upon closing of the definitive legal
agreements. Of these, 15,000,000 shares
will be received immediately and 17,305,238 shares will be held in escrow to be
released within four years subject to a number of conditions, including the
approval by the Parliament of the Kyrgyz Republic. On October 22, 2007, the President of the
Kyrgyz Republic dismissed the Kyrgyz Parliament effective that day. Parliamentary elections are scheduled for
December 16, 2007.
These agreements were originally to expire on October 31, 2007, but the
parties have agreed to extend the deadline for closing the transactions to
February 15, 2008. The conditions
that gave rise to these agreements still exist and Cameco believes the number
of Centerra shares that would have been transferred to the Kyrgyz Government is
indicative of the ultimate cost to remedy those conditions. Thus, Cameco has recorded a charge of $105,000,000
($125,000,000 after a net tax expense of $20,000,000).
|
| 17. |
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) 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. All proceedings were suspended in August 2007
pending the outcome of settlement discussions. CGM and Gatsuurt LLC have reached an
agreement in principle to suspend, and upon signing a definitive agreement, to
terminate the arbitration proceedings between CGM and Gatsuurt LLC. In anticipation of a settlement, CGM has recorded a $3 million (US) charge as an estimate of the cost to settle the matter.
(c) 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
September 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 September 30, 2007.
(iii) Termination payments to Ontario Power Generation Inc.
pursuant to the lease agreement of $58,300,000. |
| |
|
| 18. |
Port Hope Conversion Facility
On July 13, 2007, Cameco discovered uranium and other
production-associated chemicals in the soil beneath its Port Hope uranium
hexafluoride (UF6) conversion plant. As a result, full production of
UF6 has been suspended until Cameco has determined the source of the
chemicals and developed appropriate plans. Preliminary estimates indicate that
the clean up of the contaminated area will cost approximately $3,000,000 and
Cameco has accrued that amount as an operating expense in 2007. The assessment
of the extent of the contamination is ongoing and the cost estimate is subject
to change. The provision will be revised as better information becomes
available. |
| |
|
| 19. |
Segmented Information
For the three months ended September 30, 2007
 |
| |
|
Fuel |
|
Inter- |
|
| |
Uranium |
Services |
Electricity |
Gold |
Segment |
Total |
 |
| Revenue |
$409,491 |
$53,880 |
$114,669 |
$103,671 |
$(646) |
$681,065 |
| |
| Expenses |
|
|
|
|
| Products and services sold |
119,169 |
50,537 |
54,055 |
67,369 |
(682) |
290,448 |
| Depreciation, depletion and
reclamation |
16,027 |
5,654 |
11,646 |
13,014 |
- |
46,341 |
| Restructuring costs [note 16] |
- |
- |
- |
105,000 |
- |
105,000 |
| Exploration |
15,829 |
- |
- |
4,186 |
- |
20,015 |
| Cigar Lake remediation |
4,650 |
- |
- |
- |
- |
4,650 |
| Research and development |
- |
931 |
- |
- |
- |
931 |
| Other expense |
2,343 |
- |
- |
3,175 |
- |
5,518 |
| Loss on sale of assets |
- |
- |
1,801 |
- |
- |
1,801 |
| Non-segmented expenses |
|
109,516 |
|
 |
| Earnings (loss) before income
taxes and minority interest |
251,473 |
(3,242) |
47,167 |
(89,073) |
36 |
96,845 |
| Income tax expense [note 11] |
|
7,852 |
| Minority interest |
|
(2,240) |
 |
| Net earnings |
|
$91,233 |
 |
For the three months ended September 30, 2006 (as adjusted - note 1(b))
 |
| |
|
Fuel |
|
Inter- |
|
| |
Uranium |
Services |
Electricity |
Gold |
Segment |
Total |
 |
| Revenue |
$135,562 |
$39,153 |
$102,358 |
$85,528 |
$(2,317) |
$360,284 |
| |
|
|
|
| Expenses |
|
|
|
|
| Products and services sold |
86,459 |
38,377 |
56,499 |
65,545 |
(1,869) |
245,011 |
| Depreciation, depletion and
reclamation |
21,910 |
3,687 |
10,754 |
10,164 |
(65) |
46,450 |
| Exploration |
12,272 |
- |
- |
6,402 |
- |
18,674 |
| Research and development |
- |
556 |
- |
- |
- |
556 |
| Other expense |
656 |
- |
- |
(15,366) |
- |
(14,710) |
| Loss on sale of assets |
349 |
- |
- |
- |
- |
349 |
| Non-segmented expenses |
|
(21,468) |
| Earnings (loss) before income
taxes and minority interest |
13,916 |
(3,467) |
35,105 |
18,783 |
(383) |
85,422 |
| Income tax expense [note 11] |
|
4,499 |
| Minority interest |
|
8,179 |
 |
| Net earnings |
|
$72,744 |
 |
For the nine months ended
September 30, 2007
 |
| |
|
Fuel |
|
Inter- |
|
| |
Uranium |
Services |
Electricity |
Gold |
Segment |
Total |
 |
| Revenue |
$1,050,506 |
$162,097 |
$304,033 |
$317,082 |
$(17,895) |
$1,815,823 |
| |
|
|
|
| Expenses |
|
|
|
|
| Products and services sold |
401,777 |
135,727 |
177,270 |
190,075 |
(18,200) |
886,649 |
| Depreciation, depletion and
reclamation |
81,018 |
13,954 |
34,101 |
39,794 |
- |
168,867 |
| Restructuring costs [note 16] |
- |
- |
- |
105,000 |
- |
105,000 |
| Exploration |
34,575 |
- |
- |
15,171 |
- |
49,746 |
| Cigar Lake remediation |
23,309 |
- |
- |
- |
- |
23,309 |
| Research and development |
- |
2,768 |
- |
- |
- |
2,768 |
| Other expense |
5,449 |
- |
- |
3,175 |
- |
8,624 |
| Loss (gain) on sale of assets |
(4,897) |
- |
1,801 |
- |
- |
(3,096) |
| Non-segmented expenses |
|
175,193 |
 |
| Earnings (loss) before income
taxes and minority interest |
509,275 |
9,648 |
90,861 |
(36,133) |
305 |
398,763 |
| Income tax expense [note 11] |
|
31,192 |
| Minority interest |
|
12,956 |
 |
| Net earnings |
|
$354,615 |
 |
For the nine months ended
September 30, 2006 (as adjusted – note 1(b))
 |
| |
|
Fuel |
|
Inter- |
|
| |
Uranium |
Services |
Electricity |
Gold |
Segment |
Total |
 |
| Revenue |
$561,060 |
$140,548 |
$316,081 |
$314,339 |
$(12,408) |
$1,319,620 |
| |
|
|
|
| Expenses |
|
|
|
|
| Products and services sold |
333,758 |
116,964 |
157,574 |
193,158 |
(8,666) |
792,788 |
| Depreciation, depletion and
reclamation |
67,558 |
10,996 |
32,673 |
31,058 |
(1,262) |
141,023 |
| Exploration |
24,548 |
- |
- |
18,919 |
- |
43,467 |
| Research and development |
- |
1,883 |
- |
- |
- |
1,883 |
| Other expense |
3,401 |
- |
- |
(15,366) |
- |
(11,965) |
| Gain on sale of assets |
(296) |
- |
- |
(1,317) |
- |
(1,613) |
| Non-segmented expenses |
|
43,421 |
 |
| Earnings before income taxes and minority interest |
132,091 |
10,705 |
125,834 |
87,887 |
(2,480) |
310,616 |
| Income tax recovery [note 11] |
|
(60,303) |
|
|
35,546 |
 |
| Net earnings |
|
$335,373 |
 |
|