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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 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)
   Foreign
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 -
 
note 1(b))
note 1(b))
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)
  Minority interest
35,546
Net earnings
 
$335,373