e6vk

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JbHSKQNulComRcbea0VbNSnS5ehF6nQ0slsYgINjlSr/RTBhDsf6l1DTkBjP+tSN xBWIGVYjONS5XFPt29DdaA== 0001130319-08-000827.txt : 20081112 0001130319-08-000827.hdr.sgml : 20081111 20081112091044 ACCESSION NUMBER: 0001130319-08-000827 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20081111 FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMECO CORP CENTRAL INDEX KEY: 0001009001 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 980113090 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14228 FILM NUMBER: 081178418 BUSINESS ADDRESS: STREET 1: 2121 11TH ST W CITY: SASKATOON STATE: A9 ZIP: S7M 1J3 BUSINESS PHONE: 3069566200 MAIL ADDRESS: STREET 1: 2121 11TH ST W. CITY: SASKATOON STATE: A9 ZIP: S7M 1J3 6-K 1 o42428e6vk.htm FORM 6-K e6vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

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

For the month of November, 2008

Cameco Corporation

(Commission file No. 1-14228)

2121 – 11th Street West
Saskatoon, Saskatchewan, Canada S7M 1J3

(Address of Principal Executive Offices)

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


Form 20-F o		Form 40-F þ

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes o		No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Exhibit Index


Exhibit No.	Description	Page No.

99.1	Press Release dated November 11, 2008

99.2	Management Discussion & Analysis for the third quarter ending September 30, 2008

99.3	Interim Unaudited Financial Statements for the third quarter ending September 30, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: November 12, 2008	Cameco Corporation
	By:	“Gary M.S. Chad”
		Gary M.S. Chad, Q.C.
		Senior Vice-President, Governance, Law and Corporate Secretary

EX-99.1 2 o42428exv99w1.htm EXHIBIT 99.1 exv99w1



TSX: CCO NYSE: CCJ				website: cameco.com currency: Cdn (unless noted)

2121 — 11^thStreet West, Saskatoon, Saskatchewan, S7M 1J3 Canada
Tel: (306) 956-6200 Fax: (306) 956-6201

Cameco Reports Third Quarter Earnings

Saskatoon, Saskatchewan, Canada, November 11, 2008

Cameco Corporation today reported third quarter 2008 adjusted net earnings¹ of $142 million ($0.41 per share adjusted and diluted), 46% lower than in the third quarter of 2007. This was due to lower earnings in the uranium business, partially offset by improved results in the electricity and gold businesses. In our uranium business, lower realized prices and higher unit costs adversely affected uranium profits. In our electricity and gold businesses, higher realized prices led to stronger results in those segments.

Adjusted net earnings¹ for the first nine months of 2008 were 19% lower than in 2007 due to lower earnings in the uranium and fuel services businesses partially offset by higher earnings in the gold business. Results in the uranium business have been impacted by higher costs and lower production while fuel services was adversely impacted by the shutdown of the UF₆ plant at Port Hope.

Recent uncertainty in world financial markets has affected companies around the globe, including Cameco. The capital market for debt, for Cameco and most other companies, has effectively shut down. In response, the company is re-examining its expenditures during the current budget planning process.

“However, unlike most companies, we have exceptionally reliable revenue streams,” said Jerry Grandey, Cameco’s president and CEO.

“Cameco is blessed with high quality customers whose requirements for uranium are independent of the state of the global economy. Since nuclear is among the lowest cost generators of electricity our customers will continue to operate their plants to meet baseload electricity requirements,” Grandey added.

Cameco has built a uranium contract portfolio that we expect will provide a solid revenue stream for years to come. However, the timing of Cameco’s cash receipts does not necessarily coincide with the timing of disbursements. Therefore, we rely on short-term debt, predominately to fund these fluctuations in working capital. We also use short-term debt to provide flexibility for funding longer-term requirements until the balance accumulates to a level that warrants refinancing.


¹		Net earnings for the quarters and nine months ended September 30, 2007 and 2008 have been adjusted to exclude a number of items. Adjusted net earnings is a non-GAAP measure. For a description see “Use of Non-GAAP Financial Measures” in this document.

We continue to monitor the market and will carefully assess conditions prior to making any decisions. In the interim, we have sufficient borrowing capacity to meet our current requirements.

During this period of uncertainty, Cameco will proceed in a prudent manner. Growth will take place but at a slower and more measured pace. We will look for opportunities to reduce costs and defer projects that cannot be funded internally. Our focus in making these decisions will be to ensure the safety of our people and the environment and to protect production levels over the next several years.

Note: All dollar amounts are expressed in Canadian dollars unless otherwise stated. Cameco’s unaudited third quarter financial statements and management’s discussion and analysis are available on our company’s website cameco.com, on SEDAR at sedar.com and on EDGAR at sec.gov/edgar.shtml.


	Three months ended				Nine months ended				Yr/Yr
	September 30				September 30				Change
Financial Highlights	2008		2007		2008		2007		%
Revenue ($ millions)		729		681		1,941		1,816		7
Net earnings ($ millions)		135		91		419		355		18
Earnings per share (EPS) — basic ($)		0.39		0.26		1.22		1.00		22
EPS — diluted ($)		0.39		0.25		1.21		0.96		26
Adjusted net earnings ($ millions)¹		142		263		437		537		(19	)
EPS — adjusted and diluted ($)¹		0.41		0.70		1.26		1.44		(13	)
Cash provided by operations ² ($ millions)		109		450		368		744		(51	)


¹		Net earnings for the quarters and nine months ended September 30, 2007 and 2008 have been adjusted to exclude a number of items. Adjusted net earnings is a non-GAAP measure. For a description see “Use of Non-GAAP Financial Measures” in this document.

²		After working capital changes — refer to note 16 of the third quarter unaudited consolidated financial statements.

Revenue of $729 million in the third quarter of 2008 was 18% higher than in the second quarter of 2008 due to increased volumes in the uranium, fuel services, electricity and gold businesses partially offset by lower realized selling prices in the uranium business.

In the third quarter of 2008, we recorded an income tax expense of $2 million, based on adjusted net earnings, compared to $20 million in the same period of 2007. In the third quarter of 2008, administration costs were $67 million lower due largely to a net recovery of $66 million in stock-based compensation expenses. The decline in stock compensation expense is due to a decrease in our share price during the quarter.

In the first nine months of 2008, we recorded an income tax expense of $29 million, based on adjusted net earnings, compared to $44 million in 2007. The effective income tax rate for the first nine months was 6%, compared to 7% in the same period in 2007. This change was due to a higher proportion of income being earned in jurisdictions outside of Canada where tax rates are lower.

-2-

For the first nine months of 2008, direct administration costs were $24 million higher due to an increase in the workforce as well as higher charges for recruiting and retention programs and systems enhancements. Stock compensation expense was $75 million lower due to a decline in our share price during the year.

Cameco’s results come from four business segments:

URANIUM

Highlights

Three months ended

Nine months ended

September 30

2008

2007

2008

2007

Revenue ($ millions)¹

396

409

1,062

1,051

Earnings before taxes ($ millions)

251

399

509

Average realized price

($US/lb)

37.88

52.76

42.69

37.24

($Cdn/lb)

39.90

56.78

44.42

42.13

Sales volume (million lbs)¹

9.8

7.2

23.6

24.7

Production volume (million lbs)

2.7

4.2

11.6

14.3


¹		Revenue in the amount of $85 million on 2.6 million pounds previously deferred due to a standby product loan was recognized in the first quarter of 2008 as a result of the cancellation of a product loan agreement. In the second quarter of 2007, previously deferred revenue in the amount of $44 million was recognized on 2.9 million pounds.

Uranium Results

For the third quarter of 2008, revenue from our uranium business decreased by $13 million to $396 million compared to the same period in 2007 due to a 30% decrease in the average realized price (in Canadian dollars). The decrease in the average realized price was mainly the result of lower prices under market-related contracts. In the third quarter of 2007, we had a large spot sale at the peak of the market. The impact of the lower average realized price was partially offset by a 36% increase in reported sales volumes. The timing of uranium deliveries within a calendar year is at the discretion of customers and can vary significantly over each quarter.

Our total cost of products and services sold, including depreciation, depletion and reclamation (DD&R), increased to $275 million in the third quarter of 2008 from $135 million in the third quarter of 2007 due to the increase in reported sales volumes and an increase in the unit cost of product sold. The unit cost of product sold increased by 49% as a result of higher unit costs for produced and purchased uranium as well as higher tiered royalty charges in Saskatchewan. For the year 2008, Cameco’s unit cost of sales is expected to increase by 15% to 20% over 2007. See the section titled “Outlook for the Year 2008” in this news release for more information.

In the third quarter of 2008, unit costs for produced uranium increased significantly compared to the prior year due to lower production, which declined by 36% to 2.7 million pounds. Also, as previously reported, Cameco purchased material during the third quarter to take advantage of trading opportunities. While this uranium was purchased at a discount to the market price, its cost was substantially higher than our other sources of inventory.

-3-

For the first nine months of 2008, revenue from our uranium business increased by $11 million to $1,062 million over the same period in 2007 due to a 5% increase in the realized selling price (in Canadian dollars), offset by a 4% decline in reported sales volumes.

Our total cost of products and services sold, including DD&R, increased to $590 million in the first nine months of 2008 from $483 million in the same period in 2007 due to an increase in the unit cost of product sold. The unit cost of product sold increased by 28% as a result of higher unit costs for produced and purchased uranium as well as higher royalty charges, which increase with the realized price.

In the first nine months of 2008, unit costs for produced uranium increased significantly compared to the prior year due to lower production, which declined by 19% compared to the same period in 2007. Higher costs for labour, propane and reagents also contributed to the rise in production costs.

Uranium Production

Three months ended

Nine months ended

Cameco’s share of

September 30

2008 planned

production (million lbs U₃O₈)

2008

2007

2008

2007

production^1,2

McArthur River/Key Lake

2.1

2.6

8.5

9.2

12.0

Rabbit Lake

0.2

0.9

1.7

3.0

3.4

Smith Ranch/Highland

0.3

0.5

1.0

1.5

1.3

Crow Butte

0.1

0.2

0.4

0.6

0.6

Total

2.7

4.2

11.6

14.3

17.3


¹		These quantities do not include Inkai production, as the mine is not yet in commercial operation. Cameco’s share of production from Inkai in 2008 is estimated at 0.4 million pounds.

²		See the section titled “Uranium Production Outlook (2008 to 2012)” in the third quarter MD&A and “Caution Regarding Forward-Looking Information and Statements” for more information about the assumptions and risk factors associated with this production forecast.

FUEL SERVICES

Highlights


	Three months ended						Nine months ended
	September 30						September 30
	2008			2007			2008			2007
Revenue ($ millions)		69			54			182			162
Earnings before taxes ($ millions)		(3	)		(2	)		(6	)		12
Sales volume (million kgU)¹		3.7			4.4			10.2			10.6
Production volume (million kgU)²		1.8			1.9			5.7			11.2


¹		Kilograms of uranium (kgU).

²		Production volume includes UF₆, UO₂, fuel manufacturing and UF₆supply from Springfields Fuels Ltd. (SFL).

-4-

Fuel Services Results

In the third quarter of 2008, revenue from our fuel services business was $69 million, an increase of $15 million compared to the same period in 2007 due to a 44% increase in the average realized price, partially offset by a 16% decrease in reported sales volumes.

Total cost of products and services sold, including DD&R, increased by 29% to $72 million from $56 million in the third quarter of 2007. The cost of products sold was impacted by the shutdown of the Port Hope UF₆conversion plant. All operating costs associated with the UF₆conversion plant ($15 million) were expensed as incurred in the third quarter of 2008.

For the first nine months of 2008, revenue from our fuel services business was $182 million, an increase of $20 million compared to the same period in 2007 due to a 17% increase in the average realized price, partially offset by a 4% decrease in reported sales volumes.

Total cost of products and services sold, including DD&R, increased by 25% to $188 million from $150 million in the first nine months of 2007. The cost of products sold for 2008 was impacted by the shutdown of the Port Hope UF₆conversion plant. All operating costs associated with the UF₆conversion plant ($43 million) were expensed as incurred in the first nine months of 2008.

Cameco’s Port Hope conversion services and fuel manufacturing production and SFL supply totalled 1.8 million kgU in the third quarter of 2008 compared to 1.9 million kgU in the third quarter of 2007. The difference is due to the production of a small volume of UF₆ prior to the plant being shutdown in mid 2007. Port Hope conversion services and fuel manufacturing production and SFL supply was 5.7 million kgU for the first nine months of 2008 compared to 11.2 million kgU for the same period in 2007.

In the third quarter, the suspension of production at the Port Hope UF₆ plant continued to reduce the requirement for UO₃ feed. As a result, the Blind River refinery produced 1.1 million kgU in the third quarter of 2008 compared to 1.9 million kgU for the third quarter of 2007. Total UO₃ production for the first nine months of 2008 was 7.2 million kgU compared to 8.3 million kgU for the same period in 2007.

NUCLEAR ELECTRICITY GENERATION

Highlights

Cameco owns 31.6% of the Bruce Power Limited Partnership (BPLP). During the third quarter, Cameco’s pre-tax earnings from BPLP amounted to $61 million compared to $43 million over the same period in 2007. This increase in the third quarter of 2008 was due to higher realized prices for spot and contract sales.

BPLP achieved a capacity factor of 94% in the third quarter of 2008, compared to 96% in the same period of 2007. In the third quarter of 2008, there were 11 outage days in aggregate among the four units compared to eight outage days in the third quarter of 2007.

Cameco’s pre-tax earnings from BPLP for the first nine months of 2008 amounted to $86 million compared to $80 million in the same period of 2007. The increase was attributable to higher realized prices, partially offset by lower generation and higher costs.

-5-

For the first nine months of the year, the BPLP units achieved a capacity factor of 82%, compared with 88% in the same period last year.

GOLD

Cameco owns approximately 53% of Centerra Gold Inc., which owns and operates two gold mines.

Highlights

Three months ended

Nine months ended

September 30

2008

2007

2008

2007

Revenue ($ millions)

143

104

399

317

Realized price (US$/ounce)

860

680

884

665

Sales volume (ounces)

162,000

144,000

446,000

427,000

Gold production (ounces)¹

186,000

137,000

465,000

423,000


¹		Represents 100% of production from the Kumtor and Boroo gold mines.

For the three months ended September 30, 2008, revenue from our gold business increased by $39 million to $143 million compared to the third quarter of 2007. The increase in revenue was due to higher realized gold prices and increased sales. The average realized price for gold rose to $860 (US) per ounce in the quarter compared to $680 (US) per ounce in the third quarter of 2007 due to higher spot prices.

For the nine months ended September 30, 2008, revenue from our gold business increased by $82 million to $399 million compared to $317 million for the same period in 2007. The increase in revenue was primarily due to higher realized gold prices. The average realized price for gold rose to $884 (US) per ounce in the first nine months of 2008 compared to $665 (US) per ounce in the first nine months of 2007 due to higher spot prices.

At Kumtor, the existing collective agreement will expire on December 31, 2008. A new 30-month collective agreement has been tentatively agreed to by the union negotiating team and will be put before the union membership and voted on in November.

OUTLOOK FOR THE YEAR 2008

For the convenience of the reader, we have summarized Cameco’s 2008 consolidated outlook and 2008 outlook for each business segment in a table called “2008 Financial Outlook” provided in our third quarter MD&A.

Below are the material changes made to the 2008 outlook contained in our annual MD&A, as updated by our first and second quarter MD&A. An explanation of the changes is also provided.

Consolidated Outlook for 2008

Cameco anticipates consolidated revenue for the uranium, fuel services and nuclear electricity businesses to increase 10% to 15% over 2007 compared to the previous forecast of 3% to 10%.

-6-

Revenues from the uranium and fuel services businesses are primarily denominated in US dollars. Therefore, the recent decline in the Canadian dollar relative to the US dollar is expected to have a favorable impact on revenues in 2008.

Uranium Outlook for 2008

Cameco’s share of uranium production for 2008 is now projected to total about 17.7 million pounds of U₃O₈including volumes produced at Inkai, down from the previous forecast of 19.6 million pounds of U₃O₈. The decline in forecast production is due to reduced production at all of our sites.

Cameco anticipates its share of uranium production at McArthur River/Key Lake for 2008 will total 12.0 million pounds as a result of equipment and process challenges encountered at the mill, down slightly from our previous guidance.

At Rabbit Lake, we expect production will total 3.4 million pounds U₃O₈ by year-end, down from the original estimate of 3.6 million pounds. The lower production forecast is due to a combination of lower than anticipated ore grade and operational issues experienced during the restart of the mill in September following a planned shutdown.

In the US, our in situ recovery (ISR) production is expected to total 1.9 million pounds for the year compared to our previous forecast of 2.3 million pounds. Lower production is the result of delays in our ability to put new infrastructure in place such as additional wellfields.

Finally, Cameco’s share of production for 2008 at Inkai is now expected to be 0.4 million pounds, less than the previous estimate of 0.6 million pounds provided in the second quarter. The decrease in forecast production is due to the continued reduced availability of sulphuric acid. The lack of sulphuric acid is related to a shortage of supply and transportation issues. As a result, we do not expect to achieve commercial levels of production until 2009.

Cameco’s unit cost of sales is now expected to increase by 15% to 20% over 2007 compared to the previous forecast of 10% to 15%. The increase in our expected unit cost of sales is the result of spot uranium purchases that were made to take advantage of trading opportunities. While this uranium was purchased at a discount to the market price, its cost was substantially higher than our other sources of inventory. In addition a 9% decline in expected production for 2008 compared to 2007 will negatively impact unit costs.

Uranium Price Sensitivity (2008 to 2012)

The uranium price sensitivity table for the period 2008 to 2012 has been updated in our third quarter MD&A to reflect the deliveries that were made and contracts that were entered into during the quarter.

For the complete table of expected average realized uranium prices and accompanying assumptions please see our third quarter MD&A.

-7-

Uranium Production Outlook (2008 to 2012)

We are providing an update for our near-term production outlook in the table below.

Cameco’s Share of Production (million pounds U₃O₈) excluding Cigar Lake¹


Current Forecast	2008		2009		2010		2011		2012
McArthur River/Key Lake ²		12.0		13.1		13.1		13.1		13.1
Rabbit Lake ³		3.4		3.6		3.4		3.4		2.4
US ISR⁴		1.9		2.6		2.6		3.5		4.4
Inkai		0.4		1.3		2.3		3.1		3.1

Total*		17.7		20.6		21.4		23.1		23.0


*		While a single estimate has been included for each year of the production outlook, actual production may differ from estimates as forecasting production is inherently uncertain.

¹		A revised production forecast for Cigar Lake will be provided after the mine has been dewatered, the condition of the underground development has been assessed, and the findings incorporated in the new mine development and production plans.

²		Cameco has applied to increase its licensed capacity from 18.7 million pounds to 22 million pounds (Cameco’s share 70%), but is awaiting regulatory approval. Until approval has been received, the production forecast has assumed the current licensed capacity. (See discussion in “Uranium Operations” in the annual MD&A.)

³		The Rabbit Lake production forecast is based on proven and probable reserves as well as blending lower grade material.

⁴		Refers to Cameco’s Smith Ranch-Highland and Crow Butte ISR operations in the US and other ISR development projects in the US.

At Rabbit Lake, the changes to the five-year production forecast are the result of ongoing mine planning, which focuses on identifying means of smoothing the production profile.

In the US, the ISR production forecast has been adjusted to account for the delay in our ability to bring on new wellfields.

At Inkai, the continued shortage of sulphuric acid will have a negative impact on production in 2009 and 2010, after which we plan to ramp up to full production.

Cameco also purchases uranium derived from blended down Russian highly enriched uranium (HEU) from Techsnabexport (Tenex). These purchases total about 7 million pounds uranium equivalent annually until 2013.

The current uranium production and HEU purchase forecast noted above for the company are forward-looking information. This forward-looking information is based upon the key assumptions and subject to the material risk factors that could cause results to differ materially which are discussed under the heading “Caution Regarding Forward-Looking Information and Statements”. In particular, we have assumed that:

•		the company’s forecast production for each operation is achieved;

•		the company’s revised schedule for the development and rampup of production from Inkai is achieved, which requires, among other things, resolution of the issues surrounding acid availability required for mining;

•		the successful transition to new mining zones at McArthur River in 2009 and 2010;

•		the company is able to obtain or maintain the necessary permits and approvals from government authorities to achieve the forecast production;

•		there is no disruption in production due to natural phenomena, labour disputes or other development and operation risks;

•		capital remains available to sustain and expand production. If access to capital is restricted, it could impact our production plans in the latter years; and

•		the HEU supplier complies with its delivery commitments.

-8-

Material risk factors that could cause actual results to differ materially include our inability to achieve forecast production levels for each operation; our development and rampup of production from Inkai does not proceed as anticipated; the transition to new mining zones at McArthur River is not successful; the inability to obtain or maintain necessary permits or government approvals; our access to capital is limited and, as a result, our production plans are impacted in the latter years; a disruption or reduction in production or the failure of the HEU supplier to comply with its delivery commitments. No assurance can be given that the indicated quantities will be produced or purchased. Expected future production estimates are inherently uncertain, particularly in the latter years of the forecast, and could materially change over time.

COMPANY UPDATES

Cigar Lake

On August 12, 2008, Cameco suspended remediation work in shaft 1 at Cigar Lake after an increase in the rate of water inflow to the mine.

We are continuing to investigate the source of the inflow. Based on the information collected to date, we have identified a potential source at the 420 metre level of the shaft. This area was developed many years ago to assess the practicality of developing a working level above the orebody. This proved to not be feasible due to poor ground conditions. A concrete bulkhead was put in place and the remainder of the level was subsequently used for minor mine infrastructure and storage. Our investigation is currently focused on this area. However, we continue to review the area in and around the plug that was poured subsequent to the October 2006 inflow, as well as the two areas where it was previously determined additional precautionary measures were not necessary. Information collected to date does not suggest any problem in these areas.

Submersible remotely operated vehicles (ROV) are being deployed in the mine to explore the potential sources, provide visual and sonar imaging of the mine workings and measure parameters like water flow and temperature. At the same time, we are pumping water from the mine to create water flow to assist in identification of the inflow source. While the work is time consuming (some items like doors and pipes have to be cut away to allow the ROVs access), it is progressing steadily and providing good information to the investigation team.

Once the source of the inflow is identified, we will develop a remediation plan.

Progress on the remediation of shaft 2 continues. The inflow sources have been sealed and the effectiveness of the seal has been demonstrated. The shaft is now ready for dewatering and will be scheduled as part of the overall remediation plan for Cigar Lake.

In order to keep our stakeholders informed on the progress of remediation activities, we will provide updates with each quarterly MD&A or more frequently if there are significant developments.

Port Hope

On September 30, 2008, production of UF₆resumed at the Port Hope conversion facility, following approval from the CNSC. The plant is now capable of running at full capacity; however, future production is uncertain due to questions about the supply of hydrofluoric acid (HF). All contaminated groundwater flowing under the UF₆ plant is being collected by a series of wells and the water evaporated.

-9-

Supply of HF remains a concern due to a contractual dispute with our current supplier. We are now receiving HF on a spot basis, which is both expensive and uncertain. However, we are diligently seeking other sources that are more reasonably priced and likely to be more secure in the long term. Securing an alternative source is not likely to occur until the second half of 2009 due to a number of transportation issues that must be resolved.

Cameco is working to ensure UF₆ deliveries for the fourth quarter are met.

McArthur River

At McArthur River, freezehole drilling and construction of the new brine distribution system for the area known as zone 2, panel 5 are nearing completion. During the fourth quarter, we will activate the brine distribution system to begin formation of the new freezewall for this mining area, from which we plan to produce over 100 million pounds of U₃O₈. Once the freezewall is established, we intend to proceed with development of the initial raisebore chamber. Production from this area is anticipated in the second half 2009.

Development of the lower zone 4 mining area is progressing well. This area is classified as higher risk development and we have adjusted our development and production schedules to recognize and mitigate these risks. Production is now scheduled for 2010.

To address the rescheduling of production from lower zone 4, we developed a revised production plan for 2009 and have made good progress on it. A short-term production area in zone 2 has been developed within the protection of the existing freezewall that is expected to deliver the additional ore required to allow Key Lake to achieve its production targets in 2009. We will start mining in this area using the raisebore method in the fourth quarter of 2008.

During the fourth quarter we will begin field testing the boxhole boring method. The first raise will be in waste rock.

Inkai

On page 43 of Cameco’s annual information form, we describe the Kazakh tax regime that applies for the purpose of determining the taxes and other governmental charges payable by Joint Venture Inkai. The Kazakh government has released draft revisions to the tax code, which are to be effective January 1, 2009. However, these revisions have not yet been approved by Parliament and therefore, are subject to change.

The new tax code is intended to increase the tax burden on the mineral resource industry and we are assessing the implications to Joint Venture Inkai.

On page 40 of Cameco’s annual information form, we describe the current Kazakh law on Subsoil and Subsoil Use, which defines the framework and procedures connected with the granting of subsoil rights, and the regulation of activities of subsoil users, which applies to Joint Venture Inkai. The Kazakh government is preparing a new draft law on Subsoil and Subsoil Use, which is expected to be adopted by January 1, 2009, but is not expected to come into force until six months after publication. We are assessing the implications of the draft law on Joint Venture Inkai.

-10-

Centerra Gold

Centerra continues to hold discussions with the Kyrgyz government working group responsible for the negotiations in order to resolve outstanding issues regarding the Kumtor project. To allow for such discussions to continue and for the parties to concentrate on resolving outstanding issues related to the project, Centerra agreed to suspend the international arbitration proceedings it had previously initiated.

USE OF NON-GAAP FINANCIAL MEASURES

Adjusted net earnings, a non-GAAP measure, should be considered as supplemental in nature and not a substitute for related financial information prepared in accordance with GAAP. Consolidated net earnings are adjusted in order to provide a more meaningful basis for period-to-period comparisons of the financial results. The following table outlines the adjustments to net earnings.

Adjusted Net Earnings


	Three months ended						Nine months ended
	September 30						September 30
($ millions)	2008			2007			2008			2007
Net earnings (per GAAP)	$	135		$	91		$	419		$	355
Adjustments
Agreement with Kyrgyzstan		(2	)		125			(29	)		125
Stock option expense (recovery)		(49	)		62			(34	)		77
Unrealized losses (gains) on derivatives		38			(15	)		61			(20	)
Writedown of investments		20			—			20			—

Adjusted net earnings	$	142		$	263		$	437		$	537

QUALIFIED PERSONS

The disclosure of scientific and technical information regarding the following Cameco properties in this news release were prepared by or under the supervision of the following qualified persons for the purpose of National Instrument 43-101:


Qualified Persons		Properties
•	David Bronkhorst, general manager, McArthur River operation, Cameco	McArthur River/
•	Les Yesnik, general manager, Key Lake operation, Cameco	Key Lake
•	C. Scott Bishop, chief mine engineer, Cigar Lake project, Cameco	Cigar Lake
•	Ian Atkinson, vice-president, exploration, Centerra Gold Inc.	Kumtor

-11-

CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

Statements contained in this news release which are not current statements or historical facts are “forward-looking information” (as defined under Canadian securities laws) and “forward-looking statements” (as defined in the U.S. Securities Exchange Act of 1934, as amended) which may be material and that involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by them. Sentences and phrases containing words such as “believe”, “estimate”, “anticipate”, “plan”, “predict”, “goals”, “targets”, “projects”, “may”, “hope”, “can”, “will”, “shall”, “should”, “expect”, “intend”, “is designed to”, “continues”, “with the intent”, “potential”, “strategy” and the negative of these words, or variations of them, or comparable terminology that does not relate strictly to current or historical facts, are all indicative of forward-looking information and statements. Examples of forward-looking information and statements include, but are not limited to: the discussion of the expected impact upon Cameco of, and our plans to respond to, the recent uncertainty in the world financial markets; our prediction that our customers’ requirements for uranium are independent of the state of the global economy and that they will continue to operate their plants to meet their baseload requirements; our expectation that the company’s uranium contract portfolio will provide a solid stream of revenue for years to come; our outlook for the year 2008; our expected uranium production quantities for 2008; our uranium production outlook for 2008 through 2012; and the discussion of our planned activity at McArthur River necessary to achieve expected uranium production at McArthur River and Key Lake in 2009 and 2010.

The material risk factors that could cause actual results to differ materially from the forward-looking information and statements contained in this MD&A and the material risk factors or assumptions that were used to develop them include, without limitation: our assumptions regarding production levels, sales volumes, purchases and prices, which are subject to the risk of being materially lower than anticipated; the risk of volatility and sensitivity to market prices for uranium, conversion services, electricity in Ontario and gold, which we have assumed will remain relatively constant; the assumption regarding the B units of BPLP reaching their targeted capacity factor and that there will be no significant changes in current estimates for costs and prices, and the risk that those assumptions vary adversely; the risk of significant increases in competition levels, which we have assumed will remain constant or decline; the risk of material adverse changes in foreign currency exchange rates and interest rates, which we have assumed will remain constant or improve in our favour; we assume capital is available and that is subject to the risk that our assumption is incorrect; our assumptions regarding production, decommissioning, reclamation, reserve and tax estimates, and the risk that our assumptions are incorrect; the risk of material litigation or arbitration proceedings (including as the result of disputes with governments (including tax authorities), suppliers, customers or joint venture partners) and the adverse outcome of such proceedings, which we have assumed will not occur; the risk we may not be able to enforce legal rights which we have assumed to be enforceable; our assumption that there are no material defects in title to properties, and the risk that such defects occur; environmental and safety risks including increased regulatory burdens, long-term waste disposal and the risk of uranium and production associated chemicals affecting the soil at the Port Hope conversion facility and other operating sites, which we have assumed will not adversely affect us; unexpected or challenging geological, hydrological or mining conditions which deviate significantly from our assumptions regarding those conditions; political risks arising from operating in certain developing countries, including the risks of nationalization, terrorism and sabotage, which we have assumed will not occur; the risk of adverse changes in government legislation, regulations and policies (including proposed new legislation in Kazakhstan allowing the government to renegotiate previously signed agreements and to change the tax code), which we have assumed will not occur; the assumed demand level for nuclear power and the risk that the actual demand level will be significantly lower; the risk of uranium and conversion service providers failure to fulfill delivery commitments or to require material amendments to agreements relating thereto, which we have assumed will not occur; failure to obtain or maintain necessary permits and approvals from government authorities, which we have assumed may be obtained and maintained; the risk of natural phenomena including inclement weather conditions, fire, flood, underground floods, earthquakes, pitwall failure and cave-ins, which we have assumed will not occur; our assumptions regarding the ability of the company’s and customers’ facilities to operate without disruption, including as a result of strikes or lockouts, and the risk that such disruptions may occur; assumptions regarding the availability of reagents and supplies critical to production (including the availability of acid at the company’s operations in Kazakhstan and hydrofluoric acid at the company’s Port Hope operations), and the risk that they may not be available; our assumed level of electrical production, and the risk that actual levels may be lower due to planned outages extending beyond their scheduled periods or unplanned outages; assumptions regarding uranium spot prices, gold spot prices and the US/Canadian spot exchange rate, which are subject to the risk of fluctuations that would be materially adverse to us; the

-12-

assumptions and risk factors regarding uranium production set out under the heading “Uranium Production Outlook (2008 to 2012)”; the successful transition to new mining zones at McArthur River, which is subject to various expected and unanticipated risks; the success and timely completion of planned development and remediation projects, including the remediation of and return to pre-flood construction at Cigar Lake, and the risk of delay or ultimate lack of success; and other development and operating risks.

There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors are not intended to represent a complete list of the material risk factors that could affect Cameco. Additional risk factors are noted in Cameco’s current annual information form and Cameco’s current annual, first, second and third quarter 2008 MD&A.

The forward-looking information and statements included in this news release represent Cameco’s views as of the date of this news release and should not be relied upon as representing Cameco’s views as of any subsequent date. While Cameco anticipates that subsequent events and developments may cause its views to change, Cameco specifically disclaims any intention or obligation to update forward-looking information and statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws. Forward-looking information and statements contained in this news release about prospective results of operations, financial position or cash flows that is based upon assumptions about future economic conditions and courses of action is presented for the purpose of assisting Cameco’s shareholders in understanding management’s current views regarding those future outcomes, and may not be appropriate for other purposes.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could vary, or differ materially, from those anticipated in them. Further, expected future production estimates are inherently uncertain, particularly in the latter years of the forecast, and could materially change over time. Accordingly, readers of this news release should not place undue reliance on forward-looking information and statements. Forward-looking information and statements for time periods subsequent to 2008 involve greater risks and require longer-term assumptions and estimates than those for 2008, and are consequently subject to greater uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such long-term forward-looking information and statements.

CONFERENCE CALL

Cameco invites you to join its third quarter conference call on Wednesday, November 12, 2008 at 2:00 p.m. Eastern time. The conference call is scheduled a day later than usual since Remembrance Day is a public holiday in several Canadian provinces and Cameco’s offices are closed.

The call will be open to all investors and the media. To join the conference on Wednesday, November 12, please dial (416) 641-6133 or (866) 540-8136 (Canada and US). A live audio feed of the call will be available on our website at cameco.com. See the link on the home page on the day of the call.

A recorded version of the proceedings will be available:

•		on our website, cameco.com, shortly after the call, and

•		on post view until midnight, Eastern time, Wednesday, December 10, 2008 by calling (416) 695-5800 or (800) 408-3053 (passcode 3272058 #).

ADDITIONAL INFORMATION

A full copy of Cameco’s 2008 third quarter management’s discussion and analysis and financial statements and notes (unaudited) can be obtained on SEDAR at sedar.com, the company’s website at cameco.com and on EDGAR at sec.gov/edgar.shtml.

Additional information on Cameco, including its annual information form, is available on SEDAR at sedar.com, the company’s website at cameco.com and on EDGAR at sec.gov/edgar.shtml.

-13-

PROFILE

Cameco, with its head office in Saskatoon, Saskatchewan, is one of the world’s largest uranium producers, a significant supplier of conversion services and one of two Candu fuel manufacturers in Canada. The company’s competitive position is based on its controlling ownership of the world’s largest high-grade reserves and low-cost operations. Cameco’s uranium products are used to generate clean electricity in nuclear power plants around the world, including Ontario where the company is a limited partner in North America’s largest nuclear electricity generating facility. The company also explores for uranium in North America and Australia, and holds a majority interest in a mid-tier gold company. Cameco’s shares trade on the Toronto and New York stock exchanges.

- End -


Investor inquiries:	Bob Lillie	(306) 956-6639

Media inquiries:	Lyle Krahn	(306) 956-6316

-14-

EX-99.2 3 o42428exv99w2.htm EXHIBIT 99.2 exv99w2

Cameco Corporation
Management’s Discussion and Analysis (MD&A)
For the period ended September 30, 2008

The following discussion of the financial condition and operating results of Cameco Corporation has been prepared as of November 10, 2008, and updates our first quarter, second quarter and annual MD&A, and should be read in conjunction with the unaudited consolidated financial statements and notes for the period ended September 30, 2008, as well as the audited consolidated financial statements for the company for the year ended December 31, 2007, and MD&A of the audited financial statements, both of which are included in the 2007 annual financial review. No update is provided where an item is not material or where there has been no material change from the discussion contained in our first quarter, second quarter and annual MD&A. The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP). The 2007 annual financial review is available on the company’s website at cameco.com, on SEDAR at sedar.com and on EDGAR at sec.gov/edgar.shtml.

Statements contained in this MD&A, which are not historical facts or a description of present circumstances, are forward-looking statements that involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For more detail on these factors, see the section titled “Caution Regarding Forward-Looking Information and Statements” in the MD&A contained in the company’s 2007 annual financial review and in this MD&A, the section titled “Risks and Risk Management” in the MD&A contained in the company’s 2007 annual financial review, and the section titled “Risk Factors” in the company’s 2007 annual information form.

Note: All dollar amounts are expressed in Canadian dollars unless otherwise stated.


	Three months ended				Nine months ended
	September 30				September 30				Change
Financial Highlights	2008		2007		2008		2007		%
Revenue ($ millions)		729		681		1,941		1,816		7
Cash provided by operations² ($ millions)		109		450		368		744		(51	)
Net earnings ($ millions)		135		91		419		355		18
Adjusted net earnings ($ millions)¹		142		263		437		537		(19	)
Earnings per share (EPS) — basic ($)		0.39		0.26		1.22		1.00		22
EPS — diluted ($)		0.39		0.25		1.21		0.96		26
EPS — adjusted and diluted ($)¹		0.41		0.70		1.26		1.44		(13	)
Average uranium (U₃O₈) spot price ($US/lb U₃O₈)		60.50		96.33		65.11		102.39		(36	)
Average realized uranium price
• $US/lb U₃O₈		37.88		52.76		42.69		37.24		15
• $Cdn/lb U₃O₈		39.90		56.78		44.42		42.13		5
Average realized electricity price ($/MWh)		59		53		57		52		10
Average Ontario electricity spot price per megawatt hour ($/MWh)		51		47		49		48		2


¹		Net earnings for the quarters and nine months ended September 30, 2007 and 2008 have been adjusted to exclude a number of items. Adjusted net earnings is a non-GAAP measure. For a description see “Use of Non-GAAP Financial Measures” on pages 30 and 31.

²		After working capital changes. For more information regarding working capital changes, refer to note 16 of the third quarter unaudited consolidated financial statements.

FINANCIAL RESULTS

Third Quarter

For the three months ended September 30, 2008, our adjusted net earnings¹ were $142 million ($0.41 per share adjusted and diluted), $121 million lower than adjusted net earnings of $263 million ($0.70 per share adjusted and diluted) recorded in the third quarter of 2007. The decrease was due to lower earnings in the uranium business, partially offset by improved results in the electricity and gold businesses. Lower realized prices adversely affected uranium profits while higher realized prices led to stronger results for the electricity and gold businesses.


¹		Net earnings for the quarters ended September 30, 2007 and 2008 have been adjusted to exclude a number of items. Adjusted net earnings is a non-GAAP measure. For a description see “Use of Non-GAAP Financial Measures” on pages 30 and 31.

-2-

Compared to the third quarter of 2007, exploration expenditures were $2 million higher, at $22 million, with uranium exploration expenditures unchanged at $16 million (focused in Saskatchewan, Australia and Nunavut). Gold exploration expenditures at Centerra Gold Inc. (Centerra) were $6 million, an increase of $2 million compared to the third quarter of 2007.

In the third quarter of 2008, we recorded an income tax expense of $2 million, based on adjusted net earnings, compared to $20 million in the same period of 2007. Our effective income tax rate was 1% in the third quarter of 2008 compared to 7% in 2007 as a higher proportion of income earned occurred in jurisdictions outside of Canada where tax rates are lower. For more information on income taxes, refer to note 11 of the unaudited consolidated financial statements.

In the third quarter of 2008, administration costs were $67 million lower due largely to a net recovery of $66 million in stock-based compensation expenses. The decline in stock compensation was due to a decrease in our share price during the quarter. The amount of the reported expense is determined using Cameco’s share price as of the date of the financial statements. Thus, the reported expense may vary significantly from period to period.


	Three months ended
	September 30
Administration ($ millions)	2008			2007
Direct administration		34			26
Stock-based compensation¹		(66	)		9

Total administration		(32	)		35


¹		Stock-based compensation includes amounts charged to administration under the stock option, deferred share unit, performance share unit and phantom stock option plans.

Year to Date

For the nine months ended September 30, 2008, our adjusted net earnings² were $437 million ($1.26 per share adjusted and diluted), $100 million lower than adjusted net earnings of $537 million ($1.44 per share adjusted and diluted) recorded in the first nine months 2007. The decrease was due to lower earnings in the uranium and fuel services businesses partially offset by higher earnings in the gold business. Results in the uranium business have been impacted by higher costs and lower production while fuel services was adversely impacted by the shutdown of the UF₆ plant at Port Hope.

Compared to the first nine months of 2007, exploration expenditures were $4 million higher, at $54 million, with uranium exploration expenditures up $3 million to $38 million (focused in Saskatchewan, Australia and Nunavut). Gold exploration expenditures at Centerra were $16 million, up $1 million compared to 2007.


²		Net earnings for the nine months ended September 30, 2007 and 2008 have been adjusted to exclude a number of items. Adjusted net earnings is a non-GAAP measure. For a description see “Use of Non-GAAP Financial Measures” on pages 30 and 31.

-3-

higher proportion of taxable income being earned in jurisdictions outside of Canada where tax rates are lower. For more information on income taxes, refer to note 11 of the unaudited consolidated financial statements.

In the first nine months of 2008, direct administration costs were $24 million higher due to an increase in the workforce as well as higher charges for recruiting and retention programs and systems enhancements. Stock-based compensation expense was $75 million lower due to a decline in our share price during the year.


	Nine months ended
	September 30
Administration ($ millions)	2008			2007
Direct administration		114			90
Stock-based compensation¹		(53	)		22

Total administration		61			112


¹		Stock-based compensation includes amounts charged to administration under the stock option, deferred share unit, performance share unit and phantom stock option plans.

Quarterly Financial Results ($ millions except per share amounts)


	2008						2007								2006
Highlights	Q3		Q2		Q1		Q4		Q3		Q2		Q1		Q4
Revenue		729		620		593		494		681		725		409		512
Net earnings		135		150		133		61		91		205		59		40
EPS — basic ($)		0.39		0.44		0.39		0.18		0.26		0.58		0.16		0.11
EPS — diluted ($)		0.39		0.42		0.37		0.17		0.25		0.55		0.16		0.11
Cash from operations¹		109		113		146		57		450		155		139		13


¹		After working capital changes. For more information on working capital changes, refer to note 16 of the third quarter unaudited consolidated financial statements.

Net earnings in the third quarter of 2008 were slightly lower than in the second quarter primarily due to lower margins in the uranium business related to an increase in the unit cost of product sold.

Cash from operations tends to fluctuate largely due to the timing of deliveries and product purchases in the uranium and fuel services businesses.

-4-

Cash Flow

In the third quarter of 2008, we generated $109 million in cash from operations compared to $450 million in the same period of 2007. The decrease of $341 million was related mainly to lower margins in the uranium business and an increase in working capital requirements compared to the prior year.

In the first nine months of 2008, we generated $368 million in cash from operations compared to $744 million in 2007. The decrease of $376 million was due largely to lower margins in the uranium business and greater working capital requirements related to the timing of sales receipts and an increase in product inventory compared to the first nine months of 2007.

Balance Sheet

At September 30, 2008, our total debt was $1,261 million, representing an increase of $535 million compared to December 31, 2007. At September 30, 2008, our consolidated net debt to capitalization ratio was 25%, up from 18% at the end of 2007. The increase is due to two significant factors, first, our acquisition of a 24% interest in GE-Hitachi Global Laser Enrichment, LLC (GLE); and second, the purchase of a 70% interest in the Kintyre uranium exploration project in Western Australia. For details of these acquisitions see press releases dated June 20, July 9 and August 11.

Compared to the end of 2007, our product inventories increased by $115 million due to increases in stockpiled ore of uranium and gold, as well as higher average carrying values for uranium.

At September 30, 2008, our consolidated cash balance totalled $149 million, with Centerra holding $97 million of this amount.

Foreign Exchange Update

During the quarter, the US dollar strengthened against the Canadian dollar from $1.02 at June 30, 2008, to $1.06 at September 30, 2008.

At September 30, 2008, we had foreign currency contracts of $922 million (US) and EUR 43 million. The foreign currency contracts are scheduled for use as follows:


	2008		2009		2010		2011
$ millions (US)		87		540		235		60
EUR millions		13		24		0		6

The US currency contracts have a current average value of $1.04 (Cdn) per $1.00 (US).

As of September 30, 2008, unrealized mark-to-market loss on the portfolio of foreign currency contracts was $11 million.

-5-

Timing differences between the maturity dates and designation dates on previously closed hedge contracts may result in deferred revenue or deferred charges. At September 30, 2008, net deferred gains totalled $99 million. The schedule for these net deferred gains to be released to earnings, by year, is as follows:


Deferred Gains	2008		2009		2010		2011
$ millions (Cdn)		17		41		36		5

At September 30, 2008, every one-cent increase/decrease in the US to Canadian dollar exchange rate would result in a corresponding increase/decrease in net earnings for the balance of the year of about $2 million (Cdn) related to unhedged exposures and about a $4 million (Cdn) decrease/increase related to mark-to-market exposure on hedges that are not eligible for hedge accounting.

Accounting Policy Change

Effective August 1, 2008, we voluntarily chose to discontinue designating our foreign currency forward sales contracts as accounting hedges of anticipated US dollar and Euro-denominated cash inflows. A significant portion of our portfolio of derivative instruments currently does not qualify for hedge accounting. We concluded that the transparency of our financial reporting would be improved by applying a consistent approach in our accounting treatment for all of our foreign currency sales contracts. Effective August 1, 2008, all future changes in the fair value of these contracts will be recorded in earnings rather than in other comprehensive income. Mark-to-market gains and losses recorded in other comprehensive income prior to August 1, 2008, will be recognized in net earnings at the time when the previously hedged transactions are anticipated to occur. The voluntary de-designation for accounting purposes only impacts reported earnings in future periods and does not impact our underlying risk management activities or future cash flows.

OUTLOOK FOR THE YEAR 2008

Recent uncertainty in the global financial markets has effectively shut down the debt capital markets for Cameco and most other companies. For more information on Cameco’s debt provisions, see the section titled “Liquidity and Capital Resources”.

Below is a table summarizing Cameco’s 2008 consolidated outlook as well as the outlook for each of our business segments. Updates from the outlook contained in the table disclosed on our website for the second quarter of 2008 were made to the following items (in bold): consolidated revenue, uranium sales volume, uranium unit cost of product sold, uranium production, fuel services revenue, fuel services production, nuclear electricity revenue, gold production and gold capital expenditures.

-6-

2008 Financial Outlook


				Nuclear
2008 Outlook	Consolidated	Uranium	Fuel Services	Electricity	Gold
Revenue	Increase 10% to 15%^{1, 2}	Increase 10% to 20%⁴	Increase 0% to 5%⁸	Increase 5% to 10%¹⁰	—
Administration costs	Increase 10% to 15%	—	—	—	—
Tax rate	5% to 10%	—	—	—	—
Sales volume	—	33 to 35 million lbs⁵	Decrease 5% to 10%	—	—
Unit cost of product sold	—	Increase 15% to 20%⁶	—	About $37 per MWh	—
Capacity factor	—	—	—	About 87%	—
Production	—	17.7 million lbs⁷	7 to 9 million kgU⁹	—	740,000 to 790,000 oz¹¹
Capital expenditures	$534 million³	—	—	$39 million	$97 million (US)¹²


¹		As reported in the annual MD&A, this is the outlook for the uranium, fuel services and nuclear electricity businesses and does not include gold.

²		Outlook contained in the second quarter table — revenue expected to increase 3% to 10% over 2007.

³		As reported in the annual MD&A, Cameco’s consolidated outlook for capital expenditures does not include Bruce Power or Centerra capital expenditures.

⁴		Based on a uranium spot price of $46.00 (US) per pound, reflecting the UxC spot price as of November 3, 2008. Changes in the uranium spot price will impact the prices we realize under our contracts.

⁵		Outlook contained in the second quarter table — sales volume expected to be 32 to 34 million pounds.

⁶		Outlook contained in the second quarter table — unit cost of product sold to increase by 10% to 15% over 2007.

⁷		Outlook contained in the second quarter table — production to be 19.6 million pounds.

⁸		Outlook contained in the second quarter table — revenue expected to decrease 5% to 10% over 2007.

⁹		Outlook contained in the second quarter table — production to be 9 to 12 million kgU.

¹⁰		Outlook contained in the second quarter table — revenue expected to increase 10% to 15% over 2007.

¹¹		Outlook contained in the second quarter table — production to be 770,000 to 830,000 ounces.

¹²		Outlook contained in the second quarter table — capital expenditures to be $88 million.

Below are the material changes made to the 2008 outlook contained in our annual MD&A, as updated by our first and second quarter MD&A. An explanation of the changes is also provided.

Consolidated Outlook for 2008

Cameco anticipates consolidated revenue for the uranium, fuel services and nuclear electricity businesses to increase 10% to 15% over 2007 compared to the previous forecast of 3% to 10%. Revenues from the uranium and fuel services businesses are primarily denominated in US dollars. Therefore, the recent decline in the Canadian dollar relative to the US dollar is expected to have a favorable impact on revenues in 2008.

—7-

Uranium Outlook for 2008

Cameco’s unit cost of sales is now expected to increase by 15% to 20% over 2007 compared to the previous forecast of 10% to 15%. The increase in our expected unit cost of sales is the result of spot uranium purchases that were made to take advantage of trading opportunities. While this uranium was purchased at a discount to the market price, its cost was substantially higher than our other sources of inventory. In addition a 13% decline in expected production for 2008 compared to 2007 will negatively impact unit costs.

Uranium Price Sensitivity

For the remainder of 2008, a $10.00 (US) per pound change in the market price for uranium from $46.00 (US) per pound (reflecting the Ux Consulting (UxC) weekly spot price indicator at November 3, 2008) would change revenue by $19 million (Cdn) and net earnings by $13 million (Cdn). This sensitivity is based on an expected effective exchange rate of $1.00 (US) being equivalent to about $1.19 (Cdn), which was the rate on November 3, 2008.

Bruce Power Limited Partnership (BPLP) Outlook for 2008

Electricity Price Sensitivity Analysis

For the remainder of 2008, BPLP has about 6.7 TWh under contract, which represents about 95% of Bruce B generation at its planned capacity factor. For the remainder of 2008, a $1.00 per MWh change in the spot price for electricity in Ontario would change Cameco’s revenue and after-tax earnings from BPLP by less than $1 million.

-8-

Gold Outlook for 2008

Gold Price Sensitivity Analysis

For the remainder of 2008, a $25.00 (US) per ounce change in the gold spot price would change Cameco’s net earnings by about $4 million (Cdn). This sensitivity is based on an expected effective exchange rate of $1.00 (US) being equivalent to about $1.19 (Cdn), which was the rate on November 3, 2008.

The foregoing update to the outlook for the year 2008 contained in our annual MD&A for the year ended 2007, as updated by the information contained in our first and second quarter MD&A for 2008, is forward-looking information and, except as stated in the footnotes above, is based upon the same key assumptions and subject to the same material risk factors that could cause results to differ materially which were discussed under the heading “Caution Regarding Forward-looking Information and Statements” in our annual MD&A. These include assumptions regarding production levels, sales volumes, costs and market prices, and the risk of variations in them; assumptions regarding competition levels, and the risk of significant increases in them; the risk of material adverse changes in foreign currency exchange rates and interest rates, and the assumption that they will remain constant or improve in our favour; the risk of unexpected or challenging geological, hydrological or mining conditions which deviate significantly from our assumptions regarding those conditions; political risks and the risk of adverse changes in government legislation, regulations and policies, which we have assumed will not occur; and the success and timely completion of planned development and remediation projects, and the risks associated with those projects.

Uranium Price Sensitivity (2008 to 2012)

The table below shows an indicative range of average prices at this time that Cameco would expect to realize under its sales portfolio over the period 2008 to 2012. The prices shown in the table are intended to provide the reader with a general indication of how

Cameco’s expected realized prices for uranium may tend to vary with changes in market prices. The expected realized prices reported in this table may change from quarter to quarter based on changes in a number of variables, including:

	•		new contracts entered into during the quarter,

	•		variations in the actual spot price or long-term price during the most recent quarter from the price assumptions in the previous table,

	•		changes in inflation assumptions,

	•		changes in delivery plans from those assumed in the previous table as a result of requirements contracts or volume flexibility terms contained in some contracts, and

	•		changes in the volume of uncommitted material.

Due to the number of variables affecting Cameco’s realized prices, we have made a simplifying assumption by setting the spot price at the levels noted and calculated our expected realized prices accordingly. For example, under the $60.00 (US) spot price scenario, the calculation of realized prices assumes the spot price reaches $60.00 (US) at October 31, 2008, and remains at that level through 2012. Each column in the table should be read assuming the column header spot price remains constant for the entire five-year period. Actual realized prices in any given year will differ from what is shown in the table due to the fact that we are continually signing new contracts, with first deliveries generally beginning two to five years after contract signing.

Many of the contracts we are delivering into from 2008 to 2012 were finalized in 2003 to 2005 when industry market prices were in the range of about $11 to $31 (US) (see table below for industry average uranium market prices from 2003 to 2008). To the extent these contracts are

-9-

fixed at historic uranium prices or have low ceiling prices, they will yield lower than current market prices. As these older contracts expire over the next few years and we begin delivering into more contracts signed since 2006, our average realized price will benefit.

The table below outlines the industry average uranium market prices over the past few years which may help put our average contract prices into perspective.

Industry Average Uranium Market Prices (US$/lb U₃O₈)


											2008
	2003		2004		2005		2006		2007		YTD
Spot price indicator		11.55		18.60		28.67		49.60		99.29		63.15
Long term price indicator		12.10		21.00		30.66		49.90		90.83		85.00

The uranium price sensitivity table for the period 2008 to 2012 below has been updated to reflect deliveries made and contracts entered into during the first three quarters of 2008.

Cameco Expected Average Realized Uranium Price
(Rounded to the nearest $1.00)
Current US $/lb U₃O₈


	$20		$40		$60		$80		$100		$120		$140
2008	$	38.00	$	39.00	$	40.00	$	41.00	$	42.00	$	43.00	$	44.00
2009	$	28.00	$	33.00	$	38.00	$	43.00	$	48.00	$	52.00	$	57.00
2010	$	32.00	$	38.00	$	46.00	$	53.00	$	60.00	$	67.00	$	74.00
2011	$	35.00	$	40.00	$	48.00	$	55.00	$	63.00	$	70.00	$	78.00
2012	$	37.00	$	40.00	$	48.00	$	56.00	$	65.00	$	74.00	$	82.00

This price table is forward-looking information and is based upon the material assumptions, and subject to the material risks, discussed under the heading “Caution Regarding Forward-Looking Information and Statements”, as well as the following key assumptions and material risks which could cause actual prices to vary:

•		sales volume of 34 million pounds for 2008 (which has been adjusted for the accounting requirements of the loan agreements) and a sales volume of about 30 million pounds for each year thereafter. Variations in our actual sales volume could lead to materially different results;

•		utilities take the maximum quantities allowed under their contracts, unless a delivery notice has been provided, which is subject to the risk that they take lower quantities resulting in materially different realized prices;

•		Cameco defers a portion of deliveries under contract for 2009 through 2011 as a result of exercising its rights under supply interruption provisions. No significant changes to the above estimate of average realized prices can be expected as a result of this decision;

•		all volumes for which there are no existing sales commitments are assumed to be delivered at the spot price assumed for each scenario, which is subject to the risk that sales are at prices other than spot prices which could result in materially different realized prices;

•		the average long-term price indicator in a given year will be equal to the average spot price for that entire year. Fluctuations in the spot price or the long-term price during the course of a year could lead to materially different results; and

•		an inflation rate of 2.5%. Variations in the inflation rate could have a material impact on actual results.

The assumptions stated above, including our annual sales volumes and the price realized from them, are made solely for the purpose of the foregoing price table and do not necessarily reflect our views of anticipated results.

-10-

Uranium Production Outlook (2008 to 2012)

We are providing an update for our near-term production outlook in the table below.

Cameco’s Share of Production (million pounds U₃O₈) excluding Cigar Lake¹


Current Forecast	2008		2009		2010		2011		2012
McArthur River/Key Lake ²		12.0		13.1		13.1		13.1		13.1
Rabbit Lake ³		3.4		3.6		3.4		3.4		2.4
US ISR⁴		1.9		2.6		2.6		3.5		4.4
Inkai		0.4		1.3		2.3		3.1		3.1

Total*		17.7		20.6		21.4		23.1		23.0


*		While a single estimate has been included for each year of the production outlook, actual production may differ from estimates as forecasting production is inherently uncertain.

¹		A revised production forecast for Cigar Lake will be provided after the mine has been dewatered, the condition of the underground development has been assessed, and the findings incorporated in the new mine development and production plans.

²		Cameco has applied to increase its licensed capacity from 18.7 million pounds to 22 million pounds (Cameco’s share 70%), but is awaiting regulatory approval. Until approval has been received, the production forecast has assumed the current licensed capacity. (See discussion in “Uranium Operations” in the annual MD&A.)

³		The Rabbit Lake production forecast is based on proven and probable reserves as well as blending lower grade material.

⁴		Refers to Cameco’s Smith Ranch-Highland and Crow Butte ISR operations in the US and other ISR development projects in the US.

At Rabbit Lake, the changes to the five-year production forecast are the result of ongoing mine planning, which focuses on identifying means of smoothing the production profile.

In the US, the ISR production forecast has been adjusted to account for the delay in our ability to bring on new wellfields.

At Inkai, the continued shortage of sulphuric acid will have a negative impact on production in 2009 and 2010, after which we plan to ramp up to full production.

•		the company’s forecast production for each operation is achieved;

•		the company’s revised schedule for the development and rampup of production from Inkai is achieved, which requires, among other things, resolution of the issues surrounding acid availability required for mining;

•		the successful transition to new mining zones at McArthur River in 2009 and 2010;

•		the company is able to obtain or maintain the necessary permits and approvals from government authorities to achieve the forecast production;

•		there is no disruption in production due to natural phenomena, labour disputes or other development and operation risks;

-11-

•		capital remains available to sustain and expand production. If access to capital is restricted, it could impact our production plans in the latter years; and

•		the HEU supplier complies with its delivery commitments.

BUSINESS SEGMENT RESULTS

Cameco’s results come from four business segments:

•		Uranium

•		Fuel services

•		Nuclear electricity generation

•		Gold

URANIUM

Highlights

Three months ended

Nine months ended

September 30

2008

2007

2008

2007

Revenue ($ millions)¹

396

409

1,062

1,051

Gross profit ($ millions)

120

274

473

568

Gross profit %

Earnings before taxes ($ millions)

251

399

509

Average realized price

($US/lb)

37.88

52.76

42.69

37.24

($Cdn/lb)

39.90

56.78

44.42

42.13

Sales volume (million lbs)¹

9.8

7.2

23.6

24.7

Production volume (million lbs)

2.7

4.2

11.6

14.3


¹		Revenue in the amount of $85 million on 2.6 million pounds previously deferred due to a standby product loan was recognized in the first quarter of 2008 as a result of the cancellation of a product loan agreement. In the second quarter of 2007, previously deferred revenue in the amount of $44 million was recognized on 2.9 million pounds.

-12-

Uranium Results

Third Quarter

Compared to the third quarter of 2007, revenue from our uranium business decreased by $13 million to $396 million as a 36% increase in reported sales volumes was more than offset by a 30% decrease in the realized selling price (in Canadian dollars). The timing of deliveries of uranium products within a calendar year is at the discretion of customers. Therefore, our quarterly delivery and pricing patterns can vary significantly. The decrease in the average realized price was mainly the result of lower prices under market-related contracts. In the third quarter of 2007, we had a large spot sale at the peak of the market.

Our total cost of products and services sold, including depreciation, depletion and reclamation (DD&R), increased to $275 million in the third quarter of 2008 from $135 million in the third quarter of 2007 due to the increase in reported sales volumes and an increase in the unit cost of product sold. The unit cost of product sold increased by 49% as a result of higher unit costs for produced and purchased uranium as well as higher tiered royalty charges in Saskatchewan. For the year 2008, the unit costs are expected to increase by 15% to 20% over 2007. Please see section titled “Outlook for the Year 2008” for more information.

Year to Date

Compared to 2007, revenue from our uranium business increased by $11 million to $1,062 million due to a 5% increase in the realized selling price (in Canadian dollars) being offset by a 4% decline in reported sales volumes.

Our contracts include market-related and fixed pricing (escalated by inflation) mechanisms. Market-related contracts reference both spot and long-term price indicators at the time of delivery. The increase in our average realized price was the result of higher prices under both market-related and fixed-price contracts.

-13-

Uranium Contracting

Our current portfolio continues to reflect a mix of about 60/40 market-related and fixed pricing (escalated by inflation) mechanisms. Market-related contracts utilize both the spot and long-term indicators at the time of delivery, providing market price exposure and diversification.

Our strategy has allowed Cameco to add increasingly favourable contracts to its portfolio while still maintaining sensitivity to future price movements. Today, Cameco is heavily committed under long-term contracts, and therefore, has become increasingly selective in adding additional commitments.

To the extent we do pursue new contracts, the overall strategy will continue to focus on contract durations of up to 10 years or more. Fixed prices would generally be above current published long-term indicators, and market related contracts will contain floor prices that provide downside protection, in the mid-$40 (US) range and will vary depending on market conditions. Utilities are increasingly unwilling to accept unlimited upside price risk and as a result some recent awards have contained ceiling prices in excess of $100 (US).

While Cameco has historically not sold significant quantities in the spot market, Cameco occasionally buys and sells spot material to take advantage of trading opportunities.

Uranium Market Update

Uranium Spot Market

Outlined below are the industry average spot market prices (TradeTech and UxC) as at the dates specified.


	Sept. 30/08		June 30/08		Sept. 30/07		June 30/07

Average spot market price ($US/lb U₃O₈)	$	52.50	$	59.00	$	80.00	$	135.50

In the spot market, where purchases call for delivery within one year, the volume reported for the third quarter of 2008 was about 13.2 million pounds U₃O₈, the highest third quarter volume on record. For the first nine months of 2008, the volume was 29.6 million pounds. This compares to 2.4 million pounds in the third quarter of 2007 and 14.5 million pounds in the first nine months of 2007.

The spot U₃O₈ price started the third quarter at $59.00 (US) per pound, climbed to $64.50 (US) by the end of July and remained at this level for eight weeks. During the quarter, sellers began lowering prices to entice buyers into the market. Also at this time, global stock markets began to decline and a number of hedge funds began to liquidate a portion of their uranium inventories, applying further downward pressure on the spot price. The month-end industry average spot price at September 30, 2008, was $52.50 (US). Since the end of the third quarter, prices have further declined and the month-end industry average spot price at October 31, 2008, was $45.50.

-14-

Uranium Long-Term Market

Outlined below are the industry average long-term market price indicators (TradeTech and UxC) as at the dates specified.


	Sept. 30/08		June 30/08		Sept. 30/07		June 30/07

Average long-term market price ($US/lb U₃O₈)	$	75.00	$	82.50	$	95.00	$	95.00

Long-term contracts usually provide for deliveries to begin two to five years after contracts are finalized and use a number of pricing formulas including fixed prices adjusted by inflation indices and market referenced prices (spot and long-term indicators). In 2008, long-term contracting is expected to be in the order of 150 million pounds, compared to the more than 200 million pounds contracted in each of the past several years. The lower level of long-term contracting can be attributed to the very high levels of contracting that has occurred in the past several years, which decreases utilities’ uncovered demand and their need to purchase.

The long-term U₃O₈ price also declined in the third quarter, but at a much slower rate than the spot price. The lower volume of expected long-term contracting in 2008, combined with waning interest in fixed-price contracts on the part of buyers, has contributed to the decrease in the long-term price.

Commercial Agreement with Tenex

Cameco purchases uranium derived from blended down Russian highly enriched uranium (HEU) from Techsnabexport (Tenex). These purchases total about 7 million pounds uranium equivalent annually until 2013. Cameco and its partners have agreed with Tenex to a new pricing structure for the period 2011 to 2013. The US government has approved the new pricing structure. We expect Russian government approval will be received in the next few months. For more information on this agreement with Tenex, please see our press release dated June 11, 2008.

-15-

Uranium Operations Update

Uranium Production

Three months ended

Nine months ended

Cameco’s share of

September 30

2008 planned

production (million lbs U₃O₈)

2008

2007

2008

2007

production^{1, 2}

McArthur River/ Key Lake

2.1

2.6

8.5

9.2

12.0

Rabbit Lake

0.2

0.9

1.7

3.0

3.4

Smith Ranch/ Highland

0.3

0.5

1.0

1.5

1.3

Crow Butte

0.1

0.2

0.4

0.6

0.6

Total

2.7

4.2

11.6

14.3

17.3


¹		These quantities do not include Inkai production, as the mine is not yet in commercial operation. Cameco’s share of production from Inkai in 2008 is estimated at 0.4 million pounds.

²		See the section titled “Uranium Production Outlook” in this MD&A, and “Caution Regarding Forward-Looking Information and Statements” for more information about the assumptions and risk factors associated with this production forecast.

On October 23, 2008, the Canadian Nuclear Safety Commission (CNSC) announced its decision to renew each of our facility operating licences for McArthur River, Key Lake and Rabbit Lake operations for five-year terms expiring on October 31, 2013.

McArthur River/Key Lake

Cameco’s share of production of U₃O₈ at McArthur River/Key Lake during the third quarter was 2.1 million pounds. The decrease in production, compared to 2.6 million pounds produced in the same period of 2007, was caused by difficulties encountered during the startup of process equipment following completion of a planned maintenance shutdown at Key Lake on August 9, 2008. Cameco’s production of 8.5 million pounds U₃O₈for the first nine months of 2008 is 0.7 million pounds lower than for the same period of 2007.

At Key Lake, design work to modify equipment installed to reduce concentrations of selenium and molybdenum discharged to the environment continued during the quarter. These modifications will improve circuit availability and will enable optimization of the circuit for improved selenium removal in early 2009. Results have shown significant reductions in the concentration of molybdenum and some reduction in selenium during periods when the circuit is available.

At McArthur River, freezehole drilling and construction of the new brine distribution system for the area known as zone 2, panel 5 are nearing completion. During the fourth quarter, we plan to activate the brine distribution system to begin formation of the new freezewall for this mining area, from which we plan to produce over 100 million pounds of U₃O₈. Once the freezewall is established, we intend to proceed with development of the initial raisebore chamber. Production from this area is anticipated in the second half of 2009.

-16-

To address the rescheduling of production from lower zone 4, we developed a revised production plan for 2009 and have made good progress on it. A short term production area in zone 2 has been developed within the protection of the existing freezewall that is expected to deliver the additional ore required to allow Key Lake to achieve its production targets in 2009. We will start mining in this area using the raisebore method in the fourth quarter of 2008.

During the fourth quarter we will begin field testing the boxhole boring method. The first raise will be in waste rock.

Rabbit Lake

Planned maintenance and project work was conducted at the Rabbit Lake mill for most of the third quarter. As a result, Rabbit Lake produced 0.2 million pounds U₃O₈ during the third quarter. Production for the first nine months of 2008 was 1.7 million pounds compared to 3.0 million pounds for the same period in 2007. Mine production continued throughout the third quarter; however, ore was stockpiled and will be processed at the mill in the fourth quarter. We expect to continue to see large variations in mill production from quarter to quarter as we manage ore supply to ensure efficient use of mill capacity.

Expansion of the Rabbit Lake tailings management facility pit started in the third quarter after the company received approval from the CNSC and Saskatchewan Ministry of the Environment in August.

Smith Ranch-Highland and Crow Butte

Smith Ranch-Highland and Crow Butte ISR mines, located in Wyoming and Nebraska, produced 0.4 million pounds U₃O₈ in the third quarter of 2008, down from 0.7 million pounds in the third quarter of 2007 due to delays in our ability to put new infrastructure in place. For the first nine months, these operations produced 1.4 million pounds of U₃O₈,lower than the 2.1 million pounds produced during the same period in 2007.

Cameco Resources has submitted, for review by the Wyoming Department of Environmental Quality (WDEQ), a revised schedule for timely restoration of mined areas. This is a requirement under the settlement agreement reached with WDEQ.

Cigar Lake

On August 12, 2008, Cameco suspended remediation work in shaft 1 at Cigar Lake after an increase in the rate of water inflow to the mine.

-17-

as the two areas where it was previously determined additional precautionary measures were not necessary. Information collected to date does not suggest any problem in these areas.

Submersible remotely operated vehicles (ROV) are being deployed in the mine to explore the potential sources, provide visual and sonar imaging of the mine workings and measure parameters like water flow and temperature. At the same time, we are pumping water from the mine to create water flow to assist in the identification of the inflow source. While the work is time consuming (some items like doors and pipes have to be cut away to allow the ROVs access), it is progressing steadily and providing good information to the investigation team.

Once the source of the inflow is identified, we will develop a remediation plan.

In order to keep our stakeholders informed on the progress of remediation activities, we will provide updates with each quarterly MD&A or more frequently if there are significant developments.

Inkai

During the third quarter of 2008, the test mine at block 2 produced about 0.2 million pounds of U₃O₈. At block 1, commissioning of the processing facility continues and we are recovering uranium.

The new tax code is intended to increase the tax burden on the mineral resource industry and we are assessing the implications to Joint Venture Inkai.

-18-

Uranium Exploration Update

Saskatchewan Exploration

Exploration activities were conducted on seven Cameco-operated projects during the third quarter. The dominant exploration activity was diamond drilling. A total of about 21,500 metres were drilled, bringing the yearly drilling total to more than 68,500 metres. Only the Read Lake project will have diamond drilling extending into the fourth quarter.

Encouraging drilling results were obtained from the Dawn Lake project Tamarack deposit. The deposit has now been drilled off on 25-metre spaced sections although mineralization on several of these sections has not been closed off.

At the Virgin River project Centennial deposit, significant mineralization continued to be intersected. This deposit has now been tested at 50-metre spaced sections although mineralization has not been fully delineated on any of the sections.

Canadian Exploration

Exploration activities, including geological mapping, ground gravity surveying and diamond drilling were completed on the Turqavik and Aberdeen projects in Nunavut. No significant radioactivity was encountered in any of the holes drilled.

Global Exploration

Australia

Work on eight Australian exploration projects was completed in the third quarter. Encouraging results were obtained from two projects located in the Arnhem Land district in the Northern Territory.

During the quarter, the Northern Territory Government issued the Cameco-Paladin Energy joint venture partners an exploration licence for the Angela and Pamela uranium prospects near Alice Springs. For more information, please see our news release dated October 3, 2008.

In August, Cameco acquired a 70% interest in the Kintyre deposit located in Western Australia. Development of this deposit is subject to state government approval and reaching an agreement with the traditional land owners. On September 6, 2008, a state election was held and the Labour government, which opposes uranium mining, was defeated by the Liberal party. The Liberal party is generally more supportive of uranium mining.

Activity related to the Kintyre project will be undertaken beginning in the fourth quarter of 2008.

Niger

On August 22, 2008, Cameco formed a strategic alliance with Govi High Power Exploration Inc. (GoviEx) and acquired an approximate 11% interest for $28 million (US). For more information, please see our press release dated August 22, 2008.

-19-

FUEL SERVICES

Highlights


	Three months ended						Nine months ended
	September 30						September 30
	2008			2007			2008			2007
Revenue ($ millions)		69			54			182			162
Gross profit ($ millions)		(3	)		(2	)		(6	)		12
Gross profit %		(5	)		(4	)		(3	)		7
Earnings before taxes ($ millions)		(3	)		(2	)		(6	)		12
Sales volume (million kgU)¹		3.7			4.4			10.2			10.6
Production volume (million kgU)²		1.8			1.9			5.7			11.2


¹		Kilograms of uranium (kgU).

²		Production volume includes UF₆, UO₂, fuel manufacturing and UF₆supply from Springfields Fuels Ltd. (SFL).

Fuel Services Results

Third Quarter

Year to Date

In the first nine months of 2008, revenue from our fuel services business was $182 million, an increase of $20 million compared to the same period in 2007 due to a 17% increase in the average realized price, partially offset by a 4% decrease in reported sales volumes. Similar to the uranium business, the timing of deliveries of fuel services products within a calendar year is at the discretion of customers. Therefore, our quarterly delivery patterns can vary significantly.

-20-

UF₆ Conversion Market Update

Outlined below are the industry average spot market prices (TradeTech and UxC) for North American and European conversion services as at the dates specified.


	Sept. 30/08		June 30/08		Sept. 30/07		June 30/07
Average spot market price ($US/kgU)
• North America		9.50		9.50		11.13		11.63
• Europe		10.75		10.75		11.15		11.15

Outlined below are the industry average long-term prices (TradeTech and UxC) for North American and European conversion services as at the dates specified.


	Sept. 30/08		June 30/08		Sept. 30/07		June 30/07
Average long-term price ($US/kgU)
• North America		12.25		12.25		12.25		12.25
• Europe		13.25		13.25		13.00		13.00

Fuel Services Operations Update

Blind River Refinery

At our Blind River refinery, we produced 1.1 million kgU in the third quarter of 2008 compared to 1.9 million kgU for the third quarter of 2007. Total UO₃ production for the first nine months of 2008 was 7.2 million kgU compared to 8.3 million kgU for the same period in 2007. We have reduced production at Blind River because the suspension of UF₆ production at Port Hope has reduced the requirement for UO₃ feed.

The Blind River refinery had an extended shutdown through July and August to accommodate vacations, maintenance and additional focus on training. The refinery started early September and has since operated well. Production for September was less than budget, as is the year-to-date, resulting in costs above budget. However, production is sufficient to meet Port Hope and SFL requirements.

Conversion Services and Fuel Manufacturing

Our Port Hope conversion services and fuel manufacturing production and SFL supply totalled 1.8 million kgU in the third quarter of 2008 compared to 1.9 million kgU in the third quarter of 2007. The difference is due to the production of a small volume of UF₆ prior to the plant being shutdown in mid 2007.

Port Hope conversion services and fuel manufacturing production and SFL supply was 5.7 million kgU for the first nine months of 2008 compared to 11.2 million kgU for the same period in 2007.

-21-

On September 30, 2008, production of UF₆resumed at the Port Hope conversion facility, following approval from the CNSC. The plant is now capable of running at full capacity; however future production is uncertain due to questions about the supply of hydrofluoric acid (HF). All contaminated groundwater flowing under the UF₆ plant is being collected by a series of wells and the water evaporated. The contamination that occurred prior to the installation of these wells is being dealt with in conjunction with the comprehensive groundwater sampling program.

Cameco is working to ensure UF₆ deliveries for the fourth quarter are met.

A comprehensive groundwater sampling program across the Port Hope site to identify and address legacy contamination has been completed and is now being interpreted. It will take well into 2009 to complete the risk assessment necessary to prioritize future action. In the interim, to further reduce the materials reaching the harbour, three additional water collection wells are planned. Cameco believes the materials are largely from historic sources and not Cameco activities.

On October 10, 2008, the UO₂ plant was shutdown after meeting its budget production for the year. The remainder of the year will allow for an extended maintenance period during which the floors and in-floor structures will be brought up to the new standards of the UF₆ plant. We expect to restart the UO₂ plant early in 2009.

On November 6, 2008, the CNSC held a hearing to finalize the environmental assessment guidelines for Vision 2010. We expect a recommendation from the CNSC by the end of the year. However, further approvals are required and are not expected until mid 2009.

-22-

NUCLEAR ELECTRICITY GENERATION

Highlights BPLP (100% basis)


	Three months ended						Nine months ended
	September 30						September 30
	2008			2007			2008		2007
Output — terawatt hours (TWh)		6.8			6.8			17.7		18.6
Capacity factor (%)¹		94			96			82		88
Realized price ($/MWh)		59			53			57		52
Average Ontario electricity spot price ($/MWh)		51			47			49		48
($ millions)
Electricity revenue		405			362			1,010		960
Operating costs²		198			206			693		674
Cash costs
— operating & maintenance		119			124			461		448
— fuel		19			19			55		49
— supplemental rent³		29			28			87		85
Non cash costs (amortization)		31			35			90		92
Income before interest and finance charges		207			156			317		286
Interest and finance charges		(8	)		(6	)		30		0
Earnings before taxes		215			162			287		286
Cash from operations		181			174			371		341
Capital expenditures		23			15			66		57
Operating costs ($/MWh)		29			30			39		36
Distributions		210			125			350		270


¹		Capacity factor for a given period represents the amount of electricity actually produced for sale as a percentage of the amount of electricity the plants are capable of producing for sale.

²		Net of cost recoveries.

³		Supplemental rent is about $28.3 million per operating reactor for 2008.

In the third quarter of 2008, BPLP generated cash from operations of $181 million compared to $174 million in the third quarter of 2007. The increase reflects a higher realized price, partially offset by increased working capital requirements.

Cameco’s Earnings from BPLP


	Three months ended						Nine months ended
	September 30						September 30
($ millions)	2008			2007			2008			2007
BPLP’s earnings before taxes (100%)		215			162			287			286
Cameco’s share of pre-tax earnings before adjustments		68			51			91			90
Proprietary adjustments		(7	)		(8	)		(5	)		(10	)
Pre-tax earnings from BPLP		61			43			86			80

-23-

Third Quarter

Earnings Before Taxes

Cameco’s pre-tax earnings from BPLP amounted to $61 million during the third quarter compared to $43 million in the third quarter of 2007. This increase in the third quarter of 2008 was due to higher realized prices for spot and contract sales.

Output

BPLP achieved a capacity factor of 94% in the third quarter of 2008 compared to 96% in the same period of 2007. During the third quarter of 2008, the BPLP units generated 6.8 TWh of electricity, unchanged compared to 2007. In the third quarter of 2008, there were 11 outage days in aggregate among the four units compared to eight outage days in the third quarter of 2007.

Revenue

For the third quarter of 2008, BPLP’s electricity revenue increased to $405 million from $362 million over the same period in 2007 due to higher realized prices.

The realized price achieved from a mix of contract and spot sales averaged $59 per MWh in the quarter, which was 11% higher than the realized price in the same period last year. During the quarter, the Ontario electricity spot price averaged $51 per MWh compared to $47 per MWh in the third quarter of 2007.

To reduce its exposure to spot market prices, BPLP has a portfolio of fixed-price sales contracts. During the third quarter of 2008, about 67% of BPLP output was sold under fixed-price contracts, up from 30% during the same period in 2007.

Cameco provides guarantees to customers under these contracts of up to $38 million. At September 30, 2008, Cameco’s actual exposure under these guarantees was nil. In addition, Cameco has agreed to provide up to $133 million in guarantees to CNSC and $58 million to Ontario Power Generation Inc. (OPG) to support other Bruce Power commitments. Of these amounts, corporate guarantees have been issued for $24 million to CNSC and $58 million to OPG at September 30, 2008.

Costs

Operating costs (including amortization) were $198 million in the third quarter of 2008, down slightly from $206 million during the same period of 2007. About 95% of BPLP’s operating costs are fixed. As such, most of the costs are incurred whether the plant is operating or not. On a per MWh basis, the operating cost in the third quarter of 2008 was $29 compared to $30 in the third quarter of 2007.

Year to Date

Earnings Before Taxes

-24-

Output

For the first nine months of the year, the BPLP units achieved a capacity factor of 82%, compared with 88% in the same period last year. These units produced 17.7 TWh during the first nine months of 2008, a decrease of 0.9 TWh over the same period last year, due to an increase in planned outages.

Revenue

For the first nine months of the year, BPLP’s electricity revenue increased to $1,010 million from $960 million over the same period in 2007 as higher realized prices more than compensated for the lower generation volume.

The realized price achieved from a mix of contract and spot sales averaged $57 per MWh for the first nine months of the year, which was 10% higher than the realized price in the same period last year. During the first nine months of 2008, the Ontario electricity spot price averaged $49 per MWh, an increase of $1 per MWh compared to the same period of 2007.

Costs

For the first nine months of 2008, operating costs were $693 million, compared with $674 million in the same period in 2007. This increase primarily reflects the additional costs associated with the planned outages, and the additional overtime to maintain the base work programs and winter storm coverage during the first quarter. On a per MWh basis, the operating cost for the first nine months of 2008 was $39 compared to $36 in the same period last year.

GOLD

Cameco owns approximately 53% of Centerra, which is listed on the Toronto Stock Exchange under the symbol CG. Centerra owns and operates two gold mines: Kumtor, which is located in the Kyrgyz Republic; and Boroo, located in Mongolia.

Financial Highlights

Three months ended

Nine months ended

September 30

2008

2007

2008

2007

Revenue ($ millions)

143

104

399

317

Gross profit ($ millions)

116

Gross profit %

Realized price (US$/ounce)

860

680

884

665

Sales volume (ounces)

162,000

144,000

446,000

427,000

Gold production (ounces)¹

186,000

137,000

465,000

423,000


¹		Represents 100% of production from the Kumtor and Boroo mines.

-25-

Gold Results

Third Quarter

For the three months ended September 30, 2008, revenue from our gold business increased by $39 million to $143 million compared to the third quarter of 2007, while the gross profit margin for the quarter improved to 28% from 22%. The increase in revenue was due to higher realized gold prices and increased sales. The average realized price for gold rose to $860 (US) per ounce in the quarter compared to $680 (US) per ounce in the third quarter of 2007, due to higher spot prices.

Centerra produced 186,000 ounces of gold in the third quarter of 2008, which was 36% higher than the 137,000 ounces of gold reported in the third quarter of 2007. The higher gold production was mainly due to higher output at the Kumtor mine partially offset by reduced gold production at the Boroo mine. Kumtor’s output for the quarter increased to 134,000 ounces from 78,000 in the same period in 2007 due to a higher ore grade, which averaged 3.6 grams per tonne (g/t) compared to 2.1 g/t in the prior year. Lower gold production at Boroo was primarily attributable to milling of lower ore grades, averaging 2.6 g/t in the third quarter of 2008 compared to the 3.6 g/t milled in the same quarter of 2007.

Year to Date

Centerra produced 465,000 ounces of gold in the first nine months of 2008, which was 10% higher than the 423,000 ounces of gold reported for the same period in 2007. The higher gold production was mainly due to increased output at the Kumtor mine partially offset by reduced output at the Boroo mine. Kumtor’s output increased to 320,000 ounces during the first nine months from 227,000 for the same period in 2007 due to a higher ore grade, which averaged 3.2 g/t compared to 2.3 g/t in the prior year. Lower gold production at Boroo year to date was primarily attributable to milling of lower ore grades, averaging 2.7 g/t in the first nine months of 2008 compared to the 3.8 g/t milled for the same period in 2007.

Gold Market Update

The average spot market gold price during the third quarter of 2008 was $872 (US) per ounce, an increase of 28% compared to $680 (US) per ounce in the third quarter of 2007.

-26-

Political Update

LIQUIDITY AND CAPITAL RESOURCES

Cameco has large, reliable customers that continue to require uranium regardless of the current world financial situation and we have built a uranium contract portfolio that we expect will provide a solid revenue stream for years to come.

However, the timing of Cameco’s cash receipts does not necessarily coincide with the timing of disbursements. Therefore, we rely on short-term debt predominately to fund these fluctuations in working capital. We also use short-term debt to provide flexibility for funding longer-term requirements until the balance accumulates to a level that warrants refinancing.

Recent uncertainty in the global financial markets has effectively shut down the debt capital markets for Cameco and most other companies. We continue to monitor the market and will carefully assess conditions prior to making any decisions.

In the interim, we will rely on our short-term bank credit facilities to provide liquidity. The following discussion describes the current debt facilities available to Cameco.

Debt

In addition to cash from operations, debt is used to provide liquidity. Cameco has sufficient borrowing capacity to meet its current requirements with access to about $1,365 million in unsecured lines of credit, which include the following facilities:

Cameco has in place a $470 million, 364-day unsecured revolving credit facility, maturing June 2009 and extendable for up to two additional 364-day terms upon mutual agreement with the lenders. The facility ranks equally with all of Cameco’s other senior debt. At September 30, 2008, there was $95 million (Cdn) and $336 million (US) outstanding under this credit facility.

Cameco has in place a $500 million, unsecured revolving credit facility that matures in 2012. In addition to direct borrowings under the facility, up to $100 million can be used for the issuance of letters of credit and, to the extent necessary, up to $400 million may be allocated to provide liquidity support for the company’s commercial paper program. The facility ranks equally with all of Cameco’s other senior debt. At September 30, 2008, there was $105 million outstanding under this credit facility.

Cameco may borrow directly from investors by issuing up to $400 million in commercial paper. At September 30, 2008, there was $146 million outstanding under the commercial paper program.

-27-

Various financial institutions have entered into agreements to provide Cameco up to approximately $395 million in short-term borrowing and letters of credit facilities. These arrangements are predominantly used to fulfill regulatory requirements to provide financial assurance for future decommissioning and reclamation of our operating sites. At September 30, 2008, outstanding letters of credit amounted to $361 million under these facilities.

Cameco has issued a promissory note payable to GE-Hitachi Global Laser Enrichment, LLC (GLE) in the amount of $73 million (US) to support future development of this business. For further information regarding this promissory note, refer to note 14 of the unaudited consolidated financial statements.

Credit Ratings

There has been no change to Cameco’s credit ratings as discussed in our annual MD&A.

Redemption of Outstanding 5% Convertible Subordinated Debentures

Cameco previously announced that it would redeem all of the outstanding 5% convertible subordinated debentures due October 1, 2013 (the “Debentures”). Subsequent to the announcement, the majority of holders exercised their right to convert their Debentures into common shares prior to the October 1, 2008, redemption date. The remainder were redeemed by Cameco on October 1, 2008. The Debentures converted into a total of approximately 21.2 million common shares. The conversion reduced Cameco’s outstanding debt by $229 million.

Debt Covenants

Cameco is bound by certain covenants in its general credit facilities. The financially related covenants place restrictions on total debt, including guarantees, and set minimum levels of net worth. As at September 30, 2008, Cameco met these financial covenants and does not expect its operating and investment activities in 2008 to be constrained by them.

Contractual Cash Obligations

There have been no material changes to Cameco’s contractual cash obligations since December 31, 2007, including payments due for the next five years and thereafter. For further information on these contractual obligations, refer to our annual MD&A.

For further information regarding commitments and contingencies, refer to note 25 of our audited consolidated financial statements for the period ended December 31, 2007 and note 18 of our unaudited consolidated financial statements.

Commercial Commitments

There have been no material changes to Cameco’s commercial commitments since December 31, 2007. For further information on these commercial commitments, refer to our annual MD&A.

-28-

OUTSTANDING SHARE DATA

At September 30, 2008, there were 365,679,733 common shares and one Class B share outstanding. In addition, there were 7,212,390 stock options outstanding with exercise prices ranging from $3.13 to $55.43 per share.

Cameco’s normal course issuer bid terminated on September 10, 2008. Cameco does not currently intend to renew its normal course issuer bid. No securities were purchased by Cameco pursuant to the bid during 2008.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the most recent interim period, there have been no changes in Cameco’s policies and procedures and other processes that comprise its internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

CHANGES IN ACCOUNTING POLICY

Inventories

On January 1, 2008, Cameco adopted the new Canadian standard, Handbook Section 3031, Inventories, which supersedes Handbook Section 3030 and converges with the International Accounting Standard Board’s recently amended standard IAS 2, Inventories. This Section provides more extensive guidance on the determination of cost, including allocation of overhead; narrows the permitted cost formulas; requires impairment testing; and expands the disclosure requirements to increase transparency. The additional disclosure requirements include: inventory policies, carrying amounts, amounts recognized as an expense, write-downs and the reversals of write-downs. Upon adoption of the standard, the company assigned a value of $20,400,000 (US) to previously unvalued gold ore stockpiles at Centerra, its 53% subsidiary. This amount, with accompanying adjustments to income taxes and minority interest, has been recognized as at January 1, 2008, with a corresponding increase of $8,893,000 (Cdn) to retained earnings. Prior periods have not been restated.

Capital Disclosures

On January 1, 2008, Cameco adopted the standards issued by the Canadian Institute of Chartered Accountants (CICA) relating to capital disclosures. The standard requires disclosure of Cameco’s objectives, policies and processes for managing capital, quantitative data about what Cameco regards as capital and whether Cameco has complied with any capital requirements, and if it has not complied, the consequences of such non-compliance. There was no financial impact to previously reported financial statements as a result of the implementation of the new standard.

Financial Instruments — Disclosure and Presentation

On January 1, 2008, Cameco adopted CICA Handbook Sections 3862, Financial Instruments — Disclosures and 3863 Financial Instruments — Presentation. These sections replaced Handbook Section 3861 — Financial Instruments — Disclosures and Presentation and they enhance the users’

-29-

ability to evaluate the significance of financial instruments to an entity, related exposures and the management of these risks. There was no financial impact to previously reported financial statements as a result of the implementation of these new standards.

NEW ACCOUNTING PRONOUNCEMENTS

Goodwill and Intangible Assets

Effective January 1, 2009, Cameco will adopt the new Canadian standard, Handbook Section 3064, Goodwill and Intangible Assets, which replaces Handbook Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. The standard introduces guidance for the recognition, measurement and disclosure of goodwill and intangible assets, including internally generated intangible assets. The standard harmonizes Canadian standards with International Financial Reporting Standards and applies to annual and interim financial statements for fiscal years beginning on or after October 1, 2008. Cameco is assessing the impact of the new standard on its consolidated financial statements.

International Financial Reporting Standards (IFRS)

The Accounting Standards Board (AcSB) has announced that Canadian publicly accountable enterprises will be required to adopt IFRS effective January 1, 2011. Although IFRS employs a conceptual framework that is similar to Canadian GAAP, differences in accounting policies will have to be addressed. Cameco has undertaken a project to assess the potential impacts of the transition to IFRS and has developed a detailed project plan to ensure compliance with the new standards. The detailed project plan is based on the assessment of the financial statement impacts of the differences in accounting standards and addresses key elements of Cameco’s conversion to IFRS. Cameco has also developed plans to address necessary systems modifications. Key segments of the plan that are currently in progress include the development of training sessions for individuals throughout the company and determination of accounting policy and process changes.

USE OF NON-GAAP FINANCIAL MEASURES

-30-

Adjusted Net Earnings


	Three months ended						Nine months ended
	September 30						September 30
($ millions)	2008			2007			2008			2007
Net earnings (per GAAP)	$	135		$	91		$	419		$	355
Adjustments
Agreement with Kyrgyzstan		(2	)		125			(29	)		125
Stock option expense (recovery)		(49	)		62			(34	)		77
Unrealized losses (gains) on derivatives		38			(15	)		61			(20	)
Writedown of investments		20			—			20			—

Adjusted net earnings	$	142		$	263		$	437		$	537

QUALIFIED PERSONS

The disclosure of scientific and technical information regarding the following Cameco properties in this MD&A were prepared by or under the supervision of the following qualified persons for the purpose of National Instrument 43-101:


Qualified Persons		Properties
•	David Bronkhorst, general manager, McArthur River operation, Cameco	McArthur River/
•	Les Yesnik, general manager, Key Lake operation, Cameco	Key Lake
•	C. Scott Bishop, chief mine engineer, Cigar Lake project, Cameco	Cigar Lake
•	Ian Atkinson, vice-president, exploration, Centerra Gold Inc.	Kumtor

CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

Statements contained in this MD&A which are not current statements or historical facts are “forward-looking information” (as defined under Canadian securities laws) and “forward-looking statements” (as defined in the U.S. Securities Exchange Act of 1934, as amended) which may be material and that involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by them. Sentences and phrases containing words such as “believe”, “estimate”, “anticipate”, “plan”, “predict”, “goals”, “targets”, “projects”, “may”, “hope”, “can”, “will”, “shall”, “should”, “expect”, “intend”, “is designed to”, “continues”, “with the intent”, “potential”, “strategy” and the negative of these words, or variations of them, or comparable terminology that does not relate strictly to current or historical facts, are all indicative of forward-looking information and statements. Examples of forward-looking information and statements include, but are not limited to: our outlook for the year 2008; our forecast that Inkai will achieve commercial production in 2009; our expected uranium production quantities for 2008; future price sensitivity analysis for uranium, electricity and gold; future earnings sensitivity to changes in the exchange rate; uranium price sensitivity table for 2008 to 2012 and related discussion; our uranium production outlook for 2008 through 2012; our expectations regarding long term uranium contracting levels in 2008; our expectation that Russian government approval will be received in the next few months for a new pricing structure for the period 2011 to 2013 under the HEU commercial agreement; the discussion of our planned activity at McArthur River necessary to achieve expected uranium production at McArthur River and Key Lake in 2009 and 2010; our forecast that the UO₂ plant will restart in early 2009; our

-31-

prediction that our customers will continue to require uranium regardless of the current world economic situation; our expectation that the company’s uranium contract portfolio will provide a solid stream of revenue for years to come; and our expectation that Cameco’s operating and investing activities in 2008 will not be constrained by the financial covenants in our general credit facilities.

There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors are not intended to represent a complete list of the material risk factors that could affect Cameco. Additional risk factors are noted in Cameco’s current annual information form, current annual MD&A and MD&A for the first and second quarter of 2008.

-32-

The forward-looking information and statements included in this MD&A represent Cameco’s views as of the date of this MD&A and should not be relied upon as representing Cameco’s views as of any subsequent date. While Cameco anticipates that subsequent events and developments may cause its views to change, Cameco specifically disclaims any intention or obligation to update forward-looking information and statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws. Forward-looking information and statements contained in this MD&A about prospective results of operations, financial position or cash flows that is based upon assumptions about future economic conditions and courses of action is presented for the purpose of assisting Cameco’s shareholders in understanding management’s current views regarding those future outcomes, and may not be appropriate for other purposes.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could vary, or differ materially, from those anticipated in them. Further, expected future production estimates are inherently uncertain, particularly in the latter years of the forecast, and could materially change over time. Accordingly, readers of this MD&A should not place undue reliance on forward-looking information and statements. Forward-looking information and statements for time periods subsequent to 2008 involve greater risks and require longer-term assumptions and estimates than those for 2008, and are consequently subject to greater uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such long-term forward-looking information and statements.

- End -

-33-

EX-99.3 4 o42428exv99w3.htm EXHIBIT 99.3 exv99w3

Cameco Corporation
Consolidated Financial Statements
September 30, 2008

Cameco Corporation
Highlights
(Unaudited)


	Three Months Ended				Nine Months Ended
	Sept 30/08		Sept 30/07		Sept 30/08			Sept 30/07

Financial (in millions)
Revenue	$	729	$	681	$	1,941		$	1,816
Earnings from operations		176		102		459			407
Net earnings		135		91		419			355
Adjusted net earnings		142		263		437			537
Cash provided by operations		109		450		368			744
Working capital (end of period)						300			699
Net debt to capitalization						25	%		9	%

Per common share
Net earnings — Basic	$	0.39	$	0.26	$	1.22		$	1.00
— Diluted		0.39		0.25		1.21			0.96
— Diluted, adjusted		0.41		0.70		1.26			1.44
Dividend		0.06		0.05		0.18			0.15

Weighted average number of paid common shares outstanding (in thousands)		345,830		353,113		344,906			353,071

Uranium price information
Average uranium spot price for the period (US$/lb)	$	60.50	$	96.33	$	65.11		$	102.39
Average uranium realized price for the period (US$/lb)		37.88		52.76		42.69			37.24
Average uranium realized price for the period (Cdn$/lb)		39.90		56.78		44.42			42.13

Sales volumes
Uranium (in thousands lbs U₃O₈)		9,846		7,202		23,640			24,709
Fuel services (tU)		3,748		4,435		10,219			10,598
Gold (troy ounces)		162,000		144,000		446,000			427,000
Electricity (TWh)		2.2		2.2		5.6			5.9

Note: Currency amounts are expressed in Canadian dollars unless stated otherwise.



	Cameco's			Three Months Ended				Nine Months Ended
Cameco Production	Share			Sept 30/08		Sept 30/07		Sept 30/08		Sept 30/07

Uranium production (in thousands lbs U₃O₈)
McArthur River		69.8	%		2,088		2,604		8,471		9,194
Rabbit Lake		100.0	%		202		915		1,715		3,033
Crow Butte		100.0	%		148		173		435		554
Smith Ranch Highland		100.0	%		278		498		954		1,499

Total					2,716		4,190		11,575		14,280


Fuel services (tU) ⁽ⁱ⁾		100.0	%		1,838		1,892		5,745		11,174

Gold (troy ounces)
Kumtor		100.0	%		134,000		78,000		320,000		227,000
Boroo		100.0	%		52,000		59,000		145,000		196,000

Total					186,000		137,000		465,000		423,000

(i)

Includes toll conversion supplied by Springfield Fuels Ltd.

Cameco Corporation
Consolidated Statements of Earnings
(Unaudited)
($Cdn Thousands)


	Three Months Ended						Nine Months Ended
	Sept 30/08			Sept 30/07			Sept 30/08			Sept 30/07

Revenue from
Products and services	$	728,896		$	681,065		$	1,941,474		$	1,815,823


Expenses
Products and services sold ⁽ⁱ⁾		412,152			290,448			1,056,374			886,649
Depreciation, depletion and reclamation		89,196			46,341			203,178			168,867
Administration [note 13]		(32,467	)		34,566			61,251			111,896
Exploration		21,892			20,015			53,656			49,746
Research and development		1,245			931			4,147			2,768
Interest and other [note 10]		56,944			(19,248	)		89,362			(30,354	)
Cigar Lake remediation		2,150			4,650			8,883			23,309
Restructuring of gold business [note 17]		2,200			105,000			8,800			105,000
Stock option plan amendment [note 13]		—			94,175			—			94,175
Loss (gain) on sale of assets		(129	)		1,792			(3,206	)		(3,101	)

		553,183			578,670			1,482,445			1,408,955


Earnings from operations		175,713			102,395			459,029			406,868
Equity in loss of associated companies		(2,428	)		(5,550	)		(6,232	)		(8,105	)
Write-down of investments [note 6]		(23,571	)		—			(23,571	)		—


Earnings before income taxes and minority interest		149,714			96,845			429,226			398,763
Income tax expense (recovery) [note 11]		6,021			7,852			(16,677	)		31,192
Minority interest		8,242			(2,240	)		26,724			12,956

Net earnings	$	135,451		$	91,233		$	419,179		$	354,615

Basic earnings per common share [note 12]	$	0.39		$	0.26		$	1.22		$	1.00

Diluted earnings per common share [note 12]	$	0.39		$	0.25		$	1.21		$	0.96


(i) Excludes depreciation, depletion and reclamation expenses of:	$	86,963		$	44,416		$	196,543		$	118,504


See accompanying notes to consolidated financial statements		3

Cameco Corporation
Consolidated Balance Sheets
(Unaudited)
($Cdn Thousands)


	As At
	Sept 30/08		Dec 31/07

Assets
Current assets
Cash and cash equivalents	$	148,976	$	131,932
Accounts receivable		392,002		347,097
Inventories [note 3]		532,368		428,502
Supplies and prepaid expenses		258,819		210,464
Current portion of long-term receivables, investments and other [note 6]		59,240		164,164

		1,391,405		1,282,159

Property, plant and equipment		4,177,281		3,437,450
Intangible assets and goodwill		260,322		255,484
Long-term receivables, investments and other [note 6]		586,560		387,304
Long-term inventories [note 3]		19,985		8,985

		5,044,148		4,089,223

Total assets	$	6,435,553	$	5,371,382


Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	427,950	$	541,283
Short-term debt [notes 5,14]		528,793		—
Dividends payable		21,941		17,220
Current portion of long-term debt		9,828		8,816
Current portion of other liabilities [note 7]		25,209		32,492
Future income taxes		77,934		84,653

		1,091,655		684,464

Long-term debt [note 8]		722,452		717,130
Provision for reclamation		291,948		284,673
Other liabilities [note 7]		177,675		258,511
Future income taxes		128,846		246,936

		2,412,576		2,191,714

Minority interest		663,688		435,807

Shareholders’ equity
Share capital		1,062,355		819,268
Contributed surplus		105,313		119,531
Retained earnings		2,144,322		1,779,629
Accumulated other comprehensive income		47,299		25,433

		3,359,289		2,743,861

Total liabilities and shareholders’ equity	$	6,435,553	$	5,371,382

Commitments and contingencies [notes 17,18]


See accompanying notes to consolidated financial statements		4

Cameco Corporation
Consolidated Statements of Shareholders’ Equity
(Unaudited)
($Cdn Thousands)


	Nine Months Ended
	Sept 30/08			Sept 30/07

Share capital
Balance at beginning of period	$	819,268		$	812,769
Stock option plan		735			29,006
Shares repurchased [note 9]		—			(16,235	)
Conversion of debentures [note 8]		242,352			—

Balance at end of period	$	1,062,355		$	825,540


Contributed surplus
Balance at beginning of period	$	119,531		$	540,173
Stock-based compensation		16,213			8,203
Conversion of debentures [note 8]		(30,431	)		—
Shares repurchased [note 9]		—			(291,833	)
Stock option plan amendment [note 13]		—			(21,875	)
Options exercised		—			(5,932	)

Balance at end of period	$	105,313		$	228,736


Retained earnings
Balance at beginning of period	$	1,779,629		$	1,433,549
Change in accounting policy — inventory [note 1(c)]		8,789			—
Net earnings		419,179			354,615
Dividends on common shares		(63,275	)		(52,722	)

Balance at end of period	$	2,144,322		$	1,735,442


Accumulated other comprehensive income (loss)
Balance at beginning of period	$	25,433		$	(927	)
Other comprehensive income		21,866			30,795

Balance at end of period	$	47,299		$	29,868

Total retained earnings and accumulated other comprehensive income	$	2,191,621		$	1,765,310

Shareholders’ equity at end of period	$	3,359,289		$	2,819,586

Cameco Corporation
Consolidated Statements of Comprehensive Income
(Unaudited)
($Cdn Thousands)


	Three Months Ended						Nine Months Ended
	Sept 30/08			Sept 30/07			Sept 30/08			Sept 30/07

Net earnings	$	135,451		$	91,233		$	419,179		$	354,615
Other comprehensive income (loss), net of taxes [note 11]
Unrealized foreign currency translation gains (losses)		48,060			(33,220	)		70,767			(120,827	)
Gains on derivatives designated as cash flow hedges		67,622			100,679			23,157			196,400
Gains on derivatives designated as cash flow hedges transferred to net earnings		(23,800	)		(22,341	)		(78,440	)		(39,185	)
Unrealized losses on assets available-for-sale		(4,592	)		(5,593	)		(12,995	)		(5,593	)
Losses on assets available-for-sale transferred to net earnings		19,377			—			19,377			—

Other comprehensive income		106,667			39,525			21,866			30,795

Total comprehensive income	$	242,118		$	130,758		$	441,045		$	385,410


See accompanying notes to consolidated financial statements		5

Cameco Corporation
Consolidated Statements of Cash Flows
(Unaudited)
($Cdn Thousands)


	Three Months Ended						Nine Months Ended
	Sept 30/08			Sept 30/07			Sept 30/08			Sept 30/07

Operating activities
Net earnings	$	135,451		$	91,233		$	419,179		$	354,615
Items not requiring (providing) cash:
Depreciation, depletion and reclamation		89,196			46,341			203,178			168,867
Provision for future taxes [note 11]		(28,141	)		(41,633	)		(93,849	)		(108,179	)
Deferred gains		(14,168	)		(8,198	)		(93,515	)		(31,946	)
Unrealized losses (gains) on derivatives		14,026			(37,715	)		32,431			(51,519	)
Stock-based compensation [note 13]		16,552			9,663			16,213			19,063
Stock option plan amendment [note 13]		—			94,175			—			94,175
Loss (gain) on sale of assets		(129	)		1,792			(3,206	)		(3,101	)
Equity in loss of associated companies		2,427			2,375			6,231			5,466
Write-down of investments [note 6]		23,571			—			23,571			—
Restructuring of gold business [note 17]		2,200			105,000			8,800			105,000
Minority interest		8,242			(2,240	)		26,724			12,956
Other operating items [note 16]		(139,871	)		188,791			(177,511	)		178,285

Cash provided by operations		109,356			449,584			368,246			743,682


Investing activities
Additions to property, plant and equipment		(524,318	)		(130,870	)		(764,517	)		(359,012	)
Increase in long-term receivables, investments and other		(33,724	)		(30,026	)		(191,084	)		(40,489	)
Proceeds on sale of property, plant and equipment		33,029			6			36,102			4,898

Cash used in investing		(525,013	)		(160,890	)		(919,499	)		(394,603	)


Financing activities
Decrease in debt		(25,997	)		(3,559	)		(30,326	)		(5,850	)
Increase in debt		179,694			—			218,165			4,740
Short-term financing		304,652			—			428,378			10,949
Issue of shares		34			1,123			735			23,074
Dividends		(20,668	)		(17,696	)		(58,554	)		(49,459	)
Shares repurchased		—			(223,971	)		—			(223,971	)

Cash provided by (used in) financing		437,715			(244,103	)		558,398			(240,517	)

Increase in cash during the period		22,058			44,591			7,145			108,562
Exchange rate changes on foreign currency cash balances		6,035			(10,281	)		9,899			(39,334	)
Cash and cash equivalents at beginning of period		120,883			369,007			131,932			334,089

Cash and cash equivalents at end of period	$	148,976		$	403,317		$	148,976		$	403,317


Cash and cash equivalents comprised of:
Cash							$	64,878		$	89,927
Short-term investments								84,098			313,390

							$	148,976		$	403,317


Supplemental cash flow disclosure
Interest paid	$	18,832		$	11,244		$	41,715		$	35,098
Income taxes paid	$	16,766		$	25,047		$	118,026		$	133,349


See accompanying notes to consolidated financial statements		6

Cameco Corporation
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 below. 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 2007 annual financial review. Certain comparative figures for the prior period have been reclassified to conform to the current period’s presentation.

	(a)		Capital Disclosures

			On January 1, 2008, Cameco adopted the standard issued by the Canadian Institute of Chartered Accountants (CICA) relating to capital disclosures. The standard requires disclosure of Cameco’s objectives, policies and processes for managing capital, quantitative data about what Cameco regards as capital and whether Cameco has complied with any capital requirements and, if it has not complied, the consequences of such non-compliance.

			Cameco’s capital structure reflects our vision and the environment in which we operate. We seek growth through development and expansion of existing assets and by acquisition. Our capital resources are managed to support achievement of our goals. The overall objectives for managing capital remained unchanged in 2008 from the prior comparative period.

			Cameco’s management considers its capital structure to consist of long-term debt, short-term debt (net of cash and cash equivalents), minority interest and shareholders’ equity.

			The capital structure at September 30, 2008 was as follows:



(thousands)	Sept 30/08

Long-term debt	$	732,280
Short-term debt		528,793
Cash and cash equivalents		(148,976	)

Net debt		1,112,097

Minority interest		663,688
Shareholders’ equity		3,359,289

Total equity		4,022,977

Total capital	$	5,135,074

Cameco is bound by certain covenants in its general credit facilities. These covenants place restrictions on total debt, including guarantees, and set minimum levels for net worth. As of September 30, 2008, Cameco met these requirements and does not expect its activities in 2008 to be constrained by them.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

	(b)		Financial Instruments — Disclosure and Presentation

			On January 1, 2008, Cameco adopted CICA Handbook Sections 3862, Financial Instruments — Disclosures and 3863 Financial Instruments — Presentation. These sections replaced Handbook Section 3861 — Financial Instruments — Disclosures and Presentation and they enhance the users’ ability to evaluate the significance of financial instruments to an entity, related exposures and the management of these risks. There was no financial impact to previously reported financial statements as a result of the implementation of these new standards.

			Risk Management Overview Cameco is exposed in varying degrees to a variety of financial instrument related risks. Management and the Board of Directors, both separately and together, discuss the principal risks of our businesses. The Board sets policies for the implementation of systems to manage, monitor and mitigate identifiable risks. Cameco’s risk management objective is to protect and minimize volatility in cash flow and distributions therefrom.

			The types of risk exposure and the way in which such exposure is managed are as follows:

			Market Risk Cameco engages in various business activities which expose the company to market risk from changes in commodity prices and foreign currency exchange rates. As part of its overall risk management strategy, Cameco uses derivatives to manage exposures to market risk that result from these activities.

			Derivative instruments may include financial and physical forward contracts. Such contracts may be used to establish a fixed price for a commodity, an interest-bearing obligation or a cash flow denominated in a foreign currency. Market risks are monitored regularly against defined risk limits and tolerances.

			Cameco’s actual exposure to these market risks is constantly changing as the company’s portfolios of foreign currency and commodity contracts change. Changes in fair value or cash flows based on market variable fluctuations cannot be extrapolated as the relationship between the change in the market variable and the change in fair value or cash flow may not be linear.

	(i)		Commodity Price Risk

			As a significant producer and supplier of uranium, nuclear fuel processing, gold and electricity, Cameco bears significant exposure to changes in prices for these products. A substantial change in prices will affect the company’s net earnings and operating cash flows. Prices for Cameco’s products are volatile and are influenced by numerous factors beyond the company’s control, such as supply and demand fundamentals, geopolitical events and, in the case of electricity prices, weather.

			To mitigate the 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 pricing volatility. To mitigate risks associated with fluctuations in the market price for electricity, BPLP enters into various energy and sales related contracts that qualify as cash flow hedges.

			Cameco’s sales contracting strategy focuses on reducing the volatility in our future earnings and cash flow, while providing both protection against decreases in market price and retention of exposure to future market price increases. At September 30, 2008, commodity price risk had no significant impact on the financial statements.

	(ii)		Foreign Exchange Risk

			The relationship between the Canadian and US dollars affects financial results of the uranium business as well as the fuel services business.

			Sales of uranium and fuel services are routinely denominated in US dollars while production costs are largely denominated in Canadian dollars. Cameco attempts to provide some protection against exchange rate fluctuations by planned hedging activity designed to smooth volatility. Cameco also has a natural hedge against US currency fluctuations because a portion of its annual cash outlays, including purchases of uranium and fuel services, is denominated in US dollars. At September 30, 2008, the effect of a $0.01 increase in the US to Canadian dollar exchange rate on our portfolio of currency hedges and other USD denominated exposures would be a decrease of $6,700,000 in net earnings.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

	(iii)		Counterparty Credit Risk

			Cameco’s sales of uranium product, conversion and fuel manufacturing services expose the company to the risk of non-payment. Counterparty credit risk is associated with the ability of counterparties to satisfy their contractual obligations to Cameco, including both payment and performance.

			Cameco manages this risk by monitoring the credit worthiness of our customers and seeking pre-payment or other forms of payment security from customers with an unacceptable level of credit risk.

			Cameco’s maximum counterparty credit exposure at the balance sheet date consists primarily of the carrying amount of financial assets. At September 30, 2008, there were no significant concentrations of credit risk and no amounts were held as collateral.

	(iv)		Liquidity Risk

			Financial liquidity represents Cameco’s ability to fund future operating activities and investments. Cameco ensures that there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the company’s holdings of cash and cash equivalents. The company believes that these sources will be sufficient to cover the likely short-term and long-term cash requirements.

			The tables below outline the maturity dates for Cameco’s non-derivative financial liabilities including principal and interest as at September 30, 2008:

			Contractual Repayments of Financial Liabilities



			Due in less		Due in		Due in		Due after
(millions)	Total		than 1 year		1-3 years		3-5 years		5 years

Long-term debt	$	549	$	—	$	—	$	251	$	298
BPLP lease		183		10		24		30		119
Short-term debt		529		529		—		—		—

Total contractual repayments	$	1,261	$	539	$	24	$	281	$	417

Interest Payments on Financial Liabilities



			Due in less		Due in		Due in		Due after
(millions)	Total		than 1 year		1-3 years		3-5 years		5 years

Interest on long-term debt	$	143	$	25	$	51	$	39	$	28
Interest on BPLP lease		83		13		24		20		26
Interest on short-term debt		16		16		—		—		—

Total interest payments	$	242	$	54	$	75	$	59	$	54

	(c)		Inventories

			On January 1, 2008, Cameco adopted the new Canadian standard, Handbook Section 3031, Inventories, which supersedes Handbook Section 3030 and converges with the International Accounting Standard Board’s recently amended standard IAS 2, Inventories. This Section provides more extensive guidance on the determination of cost, including allocation of overhead; narrows the permitted cost formulas; requires impairment testing; and expands the disclosure requirements to increase transparency. Upon adoption of the standard, the company assigned a value of $20,400,000 (US) to previously unvalued gold ore stockpiles at Centerra, its 53% owned subsidiary. This amount, with accompanying adjustments to income taxes and minority interest, has been recognized as at January 1, 2008 with a corresponding adjustment of $8,789,000 (Cdn) to retained earnings. Prior periods have not been restated.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

Future Changes in Accounting Policy

	(a)		International Financial Reporting Standards (IFRS)

			The Accounting Standards Board (AcSB) has announced that Canadian publicly accountable enterprises will be required to adopt IFRS effective January 1, 2011. Although IFRS employs a conceptual framework that is similar to Canadian GAAP, differences in accounting policies will have to be addressed. Cameco is currently assessing the impact of this announcement on its financial statements.

	(b)		Goodwill and Intangible Assets

			Effective January 1, 2009, Cameco will adopt the new Canadian standard, Handbook Section 3064, Goodwill and Intangible Assets, which replaces Handbook Section 3062, Goodwill and Other Intangible Assets and Section 3450, Research and Development Costs. The standard introduces guidance for the recognition, measurement and disclosure of goodwill and intangible assets, including internally generated intangible assets. The standard also harmonizes Canadian standards with IFRS and applies to annual and interim financial statements for fiscal years beginning on or after October 1, 2008. Cameco is assessing the impact of the new standard on its consolidated financial statements.

Inventories



	As At
(thousands)	Sept 30/08			Dec 31/07

Uranium
Concentrate	$	340,285		$	291,071
Broken ore		29,872			8,313

		370,157			299,384

Fuel Services		89,019			93,788

Gold
Finished		24,318			10,986
Stockpile [note 1(c)]		68,859			33,329

		93,177			44,315

		552,353			437,487
Less: Non-current portion [note 1(c)]		(19,985	)		(8,985	)

Net	$	532,368		$	428,502

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

4.		Derivatives

		Effective August 1, 2008, Cameco voluntarily de-designated its foreign currency forward sales contracts as hedges of anticipated cash inflows. Accordingly, all subsequent changes in the fair value of these contracts will be recorded in earnings rather than in other comprehensive income. Mark-to-market gains and losses arising prior to August 1, 2008 will be recognized in net earnings at the time when the previously hedged transactions occur.

		The following tables summarize the fair value of derivatives and classification on the balance sheet:

		As at September 30, 2008



(thousands)	Cameco			BPLP			Total

Non-hedge derivatives:
Embedded derivatives — sales contracts	$	2,466		$	4,925		$	7,391
Foreign currency contracts		(11,443	)		—			(11,443	)
Cash flow hedges:
Energy and sales contracts		—			83,532			83,532

Net	$	(8,977	)	$	88,457		$	79,480

Classification:
Current portion of long-term receivables, investments and other [note 6]	$	11,079		$	47,822		$	58,901
Long-term receivables, investments and other [note 6]		2,466			41,129			43,595
Current portion of other liabilities [note 7]		(13,095	)		(55	)		(13,150	)
Other liabilities [note 7]		(9,427	)		(439	)		(9,866	)

Net	$	(8,977	)	$	88,457		$	79,480

As at December 31, 2007


(thousands)	Cameco			BPLP			Total

Non-hedge derivatives:
Embedded derivatives — sales contracts	$	7,318		$	7,185		$	14,503
Foreign currency contracts		14,834			—			14,834
Cash flow hedges:
Foreign currency contracts		124,870			—			124,870
Energy and sales contracts		—			67,546			67,546

Net	$	147,022		$	74,731		$	221,753

Classification:
Current portion of long-term receivables, investments and other [note 6]	$	125,101		$	35,839		$	160,940
Long-term receivables, investments and other [note 6]		43,540			39,949			83,489
Current portion of other liabilities [note 7]		(17,213	)		(448	)		(17,661	)
Other liabilities [note 7]		(4,406	)		(609	)		(5,015	)

Net	$	147,022		$	74,731		$	221,753

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

		The following tables summarize different components of the (gains) and losses on derivatives:

		For the three months ended September 30, 2008



(thousands)	Cameco			BPLP			Total

Non-hedge derivatives:
Embedded derivatives — sales contracts	$	4,950		$	(4,275	)	$	675
Foreign currency contracts		22,416			—			22,416
Interest rate contracts		906			—			906
Cash flow hedges:
Energy and sales contracts		—			(467	)		(467	)
Ongoing hedge inefficiency		(467	)		—			(467	)

Net	$	27,805		$	(4,742	)	$	23,063

For the three months ended September 30, 2007



(thousands)	Cameco			BPLP			Total

Non-hedge derivatives:
Embedded derivatives — sales contracts	$	523		$	(2,782	)	$	(2,259	)
Foreign currency contracts		(16,223	)		—			(16,223	)
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, 2008



(thousands)	Cameco		BPLP			Total

Non-hedge derivatives:
Embedded derivatives — sales contracts	$	5,208	$	1,291		$	6,499
Foreign currency contracts		42,869		—			42,869
Interest rate contracts		906		—			906
Cash flow hedges:
Energy and sales contracts		—		(203	)		(203	)
Ongoing hedge inefficiency		2,210		—			2,210

Net	$	51,193	$	1,088		$	52,281

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

For the nine months ended September 30, 2007



(thousands)	Cameco			BPLP			Total

Non-hedge derivatives:
Embedded derivatives — sales contracts	$	(3,557	)	$	(5,942	)	$	(9,499	)
Foreign currency contracts		(10,968	)		—			(10,968	)
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 12 months, based on current exchange rates, Cameco expects an estimated $47,600,000 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 12 months, based on current prices, Cameco expects an estimated $45,900,000 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.

5.		Short-Term Debt

		In 2008, Cameco arranged for a $470,000,000, 364-day unsecured revolving credit facility, extendable for up to two additional 364-day terms upon mutual agreement with the lenders. The facility ranks equally with all of Cameco’s other senior debt. At September 30, 2008, there was $95,000,000 (Cdn) and $336,000,000 (US) outstanding under this credit facility, bearing interest at 3.40% and 3.32% respectively. Borrowings under this short-term facility were incurred to finance acquisitions (note 14).

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

Long-Term Receivables, Investments and Other



	As At
(thousands)	Sept 30/08			Dec 31/07

BPLP
Capital lease receivable from Bruce A L.P.	$	97,138		$	97,328
Derivatives [note 4]		88,951			75,788
Receivable from Ontario Power Generation		—			2,907
Accrued pension benefit asset		9,319			5,864
Kumtor Gold Company
Reclamation trust fund		5,415			4,795
Equity accounted investments
Global Laser Enrichment LLC (privately held) [note 14]		209,603			—
UNOR Inc. (market value $2,177)		7,773			7,790
UEX Corporation (market value $58,989)		7,549			14,153
Huron Wind (privately held)		4,397			2,174
Minergia S.A.C. (privately held)		639			683
Govi High Power Exploration Inc. (privately held) [note 14]		28,482			—
Available-for-sale securities
Western Uranium Corporation		3,799			13,351
Cue Capital Corp.		928			6,751
Derivatives [note 4]		13,545			168,641
Deferred charges
Cost of sales [note 8]		6,210			54,943
Advances receivable		108,940			57,739
Accrued pension benefit asset		6,056			5,874
Other		47,056			32,687

		645,800			551,468
Less current portion		(59,240	)		(164,164	)

Net	$	586,560		$	387,304

		At September 30, 2008, the investments in Western Uranium Corporation and Cue Capital Corp. were determined to be impaired and charges of $17,092,000 and $6,479,000 respectively were recognized in the quarter.

7.		Other Liabilities



	As At
(thousands)	Sept 30/08			Dec 31/07

Deferred sales [note 8]	$	18,524		$	113,461
Derivatives [note 4]		22,522			21,619
Accrued post-retirement benefit liability		14,138			13,143
Zircatec acquisition holdback		2,000			10,000
BPLP
Accrued post-retirement benefit liability		117,855			104,046
Derivatives [note 4]		494			1,057
Other		27,351			27,677

		202,884			291,003
Less current portion		(25,209	)		(32,492	)

Net	$	177,675		$	258,511

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

8.		Long-Term Debt

		Cameco has in place a $500,000,000 unsecured revolving credit facility that is available until November 30, 2012. In addition to direct borrowings under the facility, up to $100,000,000 can be used for the issuance of letters of credit and, to the extent necessary, up to $400,000,000 may be allocated to provide liquidity support for the company’s commercial paper program. The facility ranks equally with all of Cameco’s other senior debt. At September 30, 2008 there was $105,000,000 outstanding under this credit facility.

		Cameco may borrow directly from investors by issuing up to $400,000,000 in commercial paper. At September 30, 2008, there was $146,000,000 outstanding under the commercial paper program.

		On August 14, 2008, Cameco gave notice of its intention to redeem its $230,000,000, 5% convertible subordinated debentures due October 1, 2013. As at September 30, 2008, substantially all of the debentures were converted into common shares of Cameco.

		During the year, Cameco terminated its remaining product loan arrangement and recognized previously deferred revenues and costs in its earnings for the first quarter of 2008 (notes 6 and 7).

		On April 1, 2008, Cameco arranged for a standby product loan facility with one of its customers. The arrangement allows Cameco to borrow up to 2,400,000 pounds U₃O₈ equivalent over the period 2008 to 2011 with repayment during 2012 to 2014. Under the loan facility, standby fees of 2% 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 5%. Any borrowings are payable in kind.

9.		Share Capital

	(a)		At September 30, 2008, there were 365,679,733 common shares outstanding.

	(b)		Options in respect of 7,212,390 shares are outstanding under the stock option plan and are exercisable up to 2018. For the quarter ended September 30, 2008, 11,280 options were exercised resulting in the issuance of shares (2007 — 37,950). For the nine months ended September 30, 2008, 79,540 options were exercised resulting in the issuance of shares (2007 — 1,657,726).

	(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 was authorized to be in effect until September 10, 2008. A total of 9,575,300 shares had been repurchased under this program at a cost of $429,327,000 at an average share price of $44.84. During 2008, no additional shares were repurchased.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

10.

Interest and Other



	Three Months Ended						Nine Months Ended
(thousands)	Sept 30/08			Sept 30/07			Sept 30/08			Sept 30/07

Interest on long-term debt	$	14,795		$	11,485		$	36,334		$	32,667
Interest on short-term debt		3,587			—			3,728			—
Other interest and financing charges		1,441			3,471			5,102			9,199
Interest income		(2,516	)		(5,767	)		(11,346	)		(22,359	)
Foreign exchange losses		28,663			17,912			31,385			22,245
Losses (gains) on derivatives [note 4]		23,063			(38,640	)		52,281			(49,216	)
Capitalized interest		(12,089	)		(7,709	)		(28,122	)		(22,890	)

Net	$	56,944		$	(19,248	)	$	89,362		$	(30,354	)

11.

Income Tax Expense (Recovery)



	Three Months Ended						Nine Months Ended
(thousands)	Sept 30/08			Sept 30/07			Sept 30/08			Sept 30/07

Earnings (loss) before income taxes and minority interest
Canada	$	(88,092	)	$	(217,186	)	$	(205,633	)	$	(277,965	)
Foreign		237,806			314,031			634,859			676,728

	$	149,714		$	96,845		$	429,226		$	398,763


Current income taxes
Canada	$	14,984		$	26,803		$	25,659		$	77,508
Foreign		19,178			22,682			51,513			61,863

	$	34,162		$	49,485		$	77,172		$	139,371

Future income taxes
Canada	$	(27,545	)	$	(44,320	)	$	(97,743	)	$	(103,365	)
Foreign		(596	)		2,687			3,894			(4,814	)

	$	(28,141	)	$	(41,633	)	$	(93,849	)	$	(108,179	)

Income tax expense (recovery)	$	6,021		$	7,852		$	(16,677	)	$	31,192

During 2008, Cameco recognized a recovery of $38,239,000 in future income taxes related to the proposed restructuring of Centerra (recovery of $3,715,000 during the third quarter of 2008). For income tax purposes, the shares proposed to be transferred in the restructuring are deemed to be disposed of at their market value. The resulting tax expense on the deemed capital gain fluctuates with changes in the share price of Centerra.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

Other comprehensive income (OCI) 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 30/08			Sept 30/07			Sept 30/08			Sept 30/07

Gains (losses) on derivatives designated as cash flow hedges	$	23,685		$	53,166		$	(6,716	)	$	98,728
Gains on derivatives designated as cash flow hedges transferred to net earnings		(6,877	)		(10,956	)		(28,793	)		(18,560	)
Unrealized losses on assets available-for-sale		(1,868	)		—			(3,021	)		—
Losses on assets available-for-sale transferred to net earnings		3,024			—			3,024			—

Total income tax expense (recovery) included in OCI	$	17,964		$	42,210		$	(35,506	)	$	80,168

12.

Per Share Amounts



	Three Months Ended				Nine Months Ended
(thousands)	Sept 30/08		Sept 30/07		Sept 30/08		Sept 30/07

Basic earnings per share computation

Net earnings	$	135,451	$	91,233	$	419,179	$	354,615

Weighted average common shares outstanding		345,830		353,113		344,906		353,071

Basic earnings per common share	$	0.39	$	0.26	$	1.22	$	1.00

Diluted earnings per share computation

Net earnings	$	135,451	$	91,233	$	419,179	$	354,615
Dilutive effect of:
Convertible debentures		—		2,399		—		7,196

Net earnings, assuming dilution	$	135,451	$	93,632	$	419,179	$	361,811

Weighted average common shares outstanding		345,830		353,113		344,906		353,071
Dilutive effect of:
Convertible debentures		—		21,209		—		21,209
Stock options		1,471		4,324		1,945		3,494

Weighted average common shares outstanding, assuming dilution		347,301		378,646		346,851		377,774

Diluted earnings per common share	$	0.39	$	0.25	$	1.21	$	0.96

For the quarter ended September 30, 2008, excluded from the calculation were 894,675 options whose exercise price was greater than the average market price (2007 — nil). For the nine months ended September 30, 2008, 891,375 options were excluded from the calculation (2007 — nil).

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

13.		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 24,090,619 shares have been issued.

		On July 27, 2007, Cameco’s board of directors approved an amendment to the 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. The fair value of the options granted prior to July 27, 2007 was determined using the Black-Scholes option-pricing model. The impact of this amendment on earnings was a reduction of $94,175,000.

		For the quarter ended September 30, 2008, the amount recorded for stock compensation under this stock option plan was a net recovery of $62,233,000 (2007 expense — $9,663,000). For the nine months ended September 30, 2008, the amount recorded was a net recovery of $42,118,000 (2007 expense — $19,063,000). In 2008 211,012 options were settled in cash (2007 — 57,309), at a total cost of $5,599,000 (2007 — $1,265,000).

14.		Acquisitions

	(a)		Acquisition of Interest in GE-Hitachi Global Laser Enrichment LLC (GLE)

			Effective June 19, 2008, Cameco, through a wholly owned subsidiary acquired a 24.0% interest in GLE at an initial cost of $123,800,000 (US). In addition, a promissory note in the amount of $73,300,000 (US) was issued in support of future development of the business. The remainder of GLE is owned indirectly by General Electric Company (51%) and Hitachi Ltd. (25%). GLE is in the process of developing uranium enrichment technology. The promissory note is payable on demand and bears interest at market rates. The purchase price was financed with cash and debt. The equity method is being used to account for this investment.

			The preliminary purchase price allocation of Cameco’s 24.0% investment is as follows:



	(thousands)

Cash	$	46,415
Notes receivable		27,488
Property, plant & equipment		8,289
Intangible assets and intellectual property		115,485
Net liabilities		(603	)

Net assets acquired	$	197,074


Financed by:
Bank debt	$	123,774
Promissory note		73,300

	$	197,074

The amount allocated to the investment in GLE includes an excess purchase price of approximately $110,517,000 over Cameco’s incremental share of the book value of the underlying net assets of the business. The values assigned to assets will be amortized to income over their useful lives.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

	(b)		Acquisition of Interest in Kintyre Uranium Exploration Project

			Effective August 11, 2008, a joint venture comprised of a wholly owned Cameco subsidiary (70%) and Mitsubishi Development Pty Ltd. (30%) acquired a 100% interest in the Kintyre uranium exploration project (Kintyre) in the East Pilbara region of Western Australia from Rio Tinto for total proceeds of $495,000,000 (US). Cameco will operate the project and is funding its share of the purchase price through existing credit facilities. Kintyre is an advanced exploration project located in Western Australia about 1,250 kilometres northeast of Perth.

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



	(thousands)

Property, plant & equipment	$	501,287
Minority interest		(150,386	)

Net assets acquired	$	350,901


Financed by:
Bank debt	$	350,901

	$	350,901

			The amount allocated to property plant & equipment relates to the Kintyre Tenements comprised of four mining leases and thirteen licenses. This amount will be amortized to income on a unit of production basis upon commencement of mining operations.

	(c)		Acquisition of Interest in Govi High Power Exploration Inc.

			Effective August 22, 2008, Cameco, through a wholly owned subsidiary, acquired a 10.88% interest in Govi High Power Exploration Inc. (GoviEx) at an initial cost of $28,125,000 (US). GoviEx is a closely held exploration company formed in 2006 with uranium exploration assets in Niger, Africa. The company holds about 2,300 square kilometres of exploration property in the region around Arlit, Niger, which has been extensively explored since the 1960s. GoviEx field teams are analyzing historical data and have begun a drilling program to confirm and expand historical resource estimates and to provide data that conforms to current Canadian standards. GoviEx also holds about 2,400 square kilometres near Agadez, Niger. This area is in the early stages of exploration. The strategic alliance will also effectively provide Cameco with access to all of GoviEx’s initiatives in other African countries.

			Under the strategic alliance, Cameco can acquire another approximate 10% interest in GoviEx for $31,250,000 (US) following completion of a due diligence review expected by year end. The arrangement stipulates that at least 90% of the proceeds received from Cameco to acquire its ownership interests in GoviEx will be used for uranium exploration.

			If Cameco decides to increase its ownership in GoviEx after completion of due diligence, it secures additional ownership and governance rights. These include the right for Cameco to increase its ownership interest up to a maximum of approximately 48% over the next four years by exercise of warrants issued by GoviEx and options granted on shares held by the principal shareholders of GoviEx. Increasing ownership to 48% would cost Cameco between $145,000,000 (US) and $212,500,000 (US) depending upon timing of the exercise. Future decisions by Cameco to increase its ownership in GoviEx will be guided by achievement of certain technical milestones agreed to by the parties.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

The preliminary purchase price allocation of Cameco’s 10.88% investment is as follows:



	(thousands)

Current assets	$	7,996
Property, plant & equipment		26,902
Current liabilities		(212	)
Future income taxes		(6,204	)

Net assets acquired	$	28,482


Financed by:
Bank debt	$	28,482

	$	28,482

The amount allocated to the investment in GoviEx includes an excess purchase price of approximately $16,773,000 over Cameco’s incremental share of the book value of the underlying net assets related to the GoviEx mineral exploration rights. This amount will be amortized to income on a unit of production basis upon commencement of mining operations.

15.		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 2008, Cameco completed the goodwill impairment test for all reporting units. The results of this test have indicated there is no impairment.

16.		Statements of Cash Flows

		Other Operating Items



	Three Months Ended					Nine Months Ended
(thousands)	Sept 30/08			Sept 30/07		Sept 30/08			Sept 30/07

Inventories	$	7,426		$	33,452	$	(80,585	)	$	(12,055	)
Accounts receivable		(155,711	)		96,586		(38,006	)		196,021
Accounts payable and accrued liabilities		(16,306	)		53,227		(93,822	)		2,440
Other		24,720			5,526		34,902			(8,121	)

Total	$	(139,871	)	$	188,791	$	(177,511	)	$	178,285

17.		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.

		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, agreed to support Centerra’s continuing long-term development of the Kumtor project and to facilitate eventual divestiture of Cameco’s interest in Centerra. In return, the Kyrgyz Government would have received 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 would have been received immediately with 17,305,238 shares 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.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

		These agreements were originally to expire on October 31, 2007, but the parties subsequently agreed to extend the deadline for closing the transactions to June 1, 2008. This deadline has now passed and the agreements have expired. However, 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.

		During the nine month period ended September 30, 2008, Cameco increased its estimated pre-tax loss on the transactions by $8,800,000, as a result of the increase in the carrying value in its investment in Centerra since December 31, 2007.

18.		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. The parties have agreed on a sole arbitrator and are setting a schedule for the arbitration hearing.

			In anticipation of this claim, BE issued on February 10, 2006 and then served on Ontario Power Generation Inc. and BPLP 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. This action is in abeyance pending further developments on the Unit 8 steam generator arbitration.

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

	(b)		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, 2008, Cameco’s actual exposure under these assurances was $23,700,000.

	(ii)		Guarantees to customers under power sale agreements of up to $38,300,000. Cameco did not have any actual exposure under these agreements at September 30, 2008.

	(iii)		Termination payments to Ontario Power Generation Inc. pursuant to the lease agreement of $58,300,000.

The fair value of these guarantees is nominal.

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

19.		Segmented Information

		For the three months ended September 30, 2008



				Fuel							Inter-
(thousands)	Uranium			Services			Electricity		Gold		Segment			Total

Revenue	$	395,815		$	68,630		$	127,885	$	143,183	$	(6,617	)	$	728,896

Expenses
Products and services sold		223,258			64,815			52,728		84,650		(13,299	)		412,152
Depreciation, depletion and reclamation		52,081			7,058			11,631		18,921		(495	)		89,196
Exploration		16,147			—			—		5,745		—			21,892
Other expense		26,008			—			—		—		—			26,008
Cigar Lake remediation		2,150			—			—		—		—			2,150
Restructuring costs [note 17]		—			—			—		2,200		—			2,200
Gain on sale of assets		(129	)		—			—		—		—			(129	)
Non-segmented expenses															25,713


Earnings (loss) before income taxes and minority interest		76,300			(3,243	)		63,526		31,667		7,177			149,714
Income tax expense [note 11]															6,021
Minority interest															8,242

Net earnings														$	135,451

For the three months ended September 30, 2007



			Fuel								Inter-
(thousands)	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
Exploration		15,829		—			—		4,186			—			20,015
Other expense		2,343		—			—		3,175			—			5,518
Cigar Lake remediation		4,650		—			—		—			—			4,650
Restructuring costs [note 17]		—		—			—		105,000			—			105,000
Loss on sale of assets		—		—			1,801		—			—			1,801
Non-segmented expenses															110,447


Earnings (loss) before income taxes and minority interest		251,473		(2,311	)		47,167		(89,073	)		36			96,845
Income tax expense [note 11]															7,852
Minority interest															(2,240	)

Net earnings														$	91,233

Cameco Corporation
Notes to Consolidated Financial Statements
(Unaudited)

For the nine months ended September 30, 2008



				Fuel							Inter-
(thousands)	Uranium			Services			Electricity		Gold		Segment			Total

Revenue	$	1,062,315		$	182,206		$	319,255	$	399,352	$	(21,654	)	$	1,941,474

Expenses
Products and services sold		486,972			168,750			190,226		235,090		(24,664	)		1,056,374
Depreciation, depletion and reclamation		102,619			19,421			33,926		47,997		(785	)		203,178
Exploration		37,788			—			—		15,868		—			53,656
Other expense		30,245			—			—		—		—			30,245
Cigar Lake remediation		8,883			—			—		—		—			8,883
Restructuring costs [note 17]		—			—			—		8,800		—			8,800
Gain on sale of assets		(3,206	)		—			—		—		—			(3,206	)
Non-segmented expenses															154,318


Earnings (loss) before income taxes and minority interest		399,014			(5,965	)		95,103		91,597		3,795			429,226
Income tax recovery [note 11]															(16,677	)
Minority interest															26,724

Net earnings														$	419,179

For the nine months ended September 30, 2007



				Fuel							Inter-
(thousands)	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
Exploration		34,575			—		—		15,171			—			49,746
Other expense		5,449			—		—		3,175			—			8,624
Cigar Lake remediation		23,309			—		—		—			—			23,309
Restructuring costs [note 17]		—			—		—		105,000			—			105,000
Gain (loss) on sale of assets		(4,897	)		—		1,801		—			—			(3,096	)
Non-segmented expenses															177,961


Earnings (loss) before income taxes and minority interest		509,275			12,416		90,861		(36,133	)		305			398,763
Income tax expense [note 11]															31,192
Minority interest															12,956

Net earnings														$	354,615

GRAPHIC 5 o42428o4242801.gif GRAPHIC begin 644 o42428o4242801.gif M1TE&.#EA?0!6`/>C``0$!`<'!PD)"0P,"PX-#?W]_?[^_LW-SO?W]_+R\OO[ M^^SL[!H9&)^?GFYN;AP;&^3DY#(R,A44%!<7%N/CX_GY^86%A>[N[B`?'BTL M+%965>OKZZBIJ"\O+L+"PN'AX3T]/3@X-S\_/B`@(!(3$KJZNAX>'%!03S0U M-"(B(LK*RN?GYR$@'W!O;]/3T[Z^OFQK:Q`0$&9F9CDY.'1T=(R,B_3T]-O; MVS8V-6AH:"$@(-34U,'!P3\_/W=V=EA85RDI*4%!05U<7*FJJ9F:F41#0[>W MMT5%1:NKJWM[>X:&AGQ\?/7U];"PL)N;FV1D9)V>G8.#A&-C8\?'QX*"@IR= MG-+2TM#0T"8F);:VMG%P<8Z.CB7 MEY&1DC`P,'AX>(&!@4Q+3.#@X+BXN/___]/2TY65E8B(B,O,S']_?VMK:J:F MIJZNKJ>GIWIZ>7L[.SJVMK?'Q M\=?7V+2UM;&QLJ*BHDM+2RLK*XV.C75U=>_O[\_/SU-34]K9VG)Q;ES9X!0"((JO_XTKIV"!"(Q-)-B.$92H*`,U1#XQL,'? M'`5U_"WIDWU$'R^Q-4H`<8TURFEI#4`0!%C%5E(3_CTD`U$$A3=*!7\9R"!J M5PT1(4,B$"@*`0.Y<%4H,PS$V5495,AA7.M]B%`$(HJ"R$`T1';#0`(4.)`. M+YXH@(P',=`C3W\,A$)D%9XX4`&QQ28=D:,48&11H;0P$`MQ-?E4"@-)$>5^ M&%!9)0%'[A0*!^(Y*=`-<=$PT`!C[D?E`@'4J":;`NG)TT`[Q.7%0$'&1F48 MK>G1YE,`#/1"7!`*5&AG9KIT(I\#NCE*H%>]L6B=5YDYR@5^BD+%0!)T*1"4 M5X4P4`B@IO]%HJ@(Y+D3`#`HR>1`<34J$`*Q/N6=J&D:KU.*_#R^$F1H#B=$9$@==H,06.W;\$!",A3*K0`R@=JS*&;%Z51VYW;L3 M?31CE$*S`RTP9@!G0-*S1!B>:*U`#$8)FPE'0Q0"9FD0M`!LG0DPP&!1.X1: M(@154*I1#!C8=4,>=(9&06`T6)0`+)PMT7,G4D90`A.X'8!JD!%&OQRZ2&Z$$(."';72@N)H=K#!G*`HL]$4=;A=L`QAA M_D'7RY7$0@J4-$`#[Q<$@DX`3-`0!Z&X7_X&8H"OA,(*#GF6'0["AA+0`I0`.`M9@`<0V!`$E$`%#3&`!SP`!X44YE8/^8$HM%"0%%P%!P M03:P1LDTJ(06X\D>+`(LK%AQ%!C021`$PIPL-FB-3A'1$Z4XD`SH!@!GN`,1 M#/@$@K#`,'H9Q1?4I*Y-\00`F!"(#0B`/1"*TG4>FHAQL!(W@=!!)P$@"!N> M@H'!Y,"`$6"D`M1T*H$@*@.^(A0&''##&,FG$:+`V$`80`('.$`4;`D%"W(@ M"@SVB0$.*((<1V$)`RIL(E]YP$#ZX)37\"1%>0Q`&PF2-YB(4U)8*4-!%/%$ M%NX2*U`CR">*(O_%3.CD90.A@)KR&8FO!*!\$B'"3DPY"D+4R)RB$&`>"6"! M@F1@)T,:A29`12(L&"9E!,$#3.3)++G\L"!Z^I7K#'&1#VA@+'$@T%=0"A.) M#H0H%"W((3`JD/W%1`!`#6I0\S2*,B(`58T1'P1 M1$0V[1-,WJ3MYYI%!$,"%TW`E#E/!$]QGD`OP3@D"6H$5&2B0& M M0S%(@KQQJX3JX0D\X`))>,*.,C:`ZT1A@A\<(9!S\=0H\BL7[I84*U8>A6BL M(@#OSI@'(L#:L'B0%N=A"2L"49-6O"2*Z@Y$OZ[G&D4)TG)7PVA@(##@$`!F MXZ@G!H#"HZB5\QA:D`0@:#^&$8"*;QJ90^]D`G]#2P#\@(`8,`8`7!B%3[$D M@>*):3_X(8@0]J.=@K@`-DY48XH7PH,>K5$G`Z##0>CT1(?U"S8@N.A?+-`9 M\/YE$P(I!/9@(P$=&L0#,H5-`!QK$`,L2=62*4*6$\*#('1!!R-(@1QVL)!% IB*$&BQ;(`FK@!`K:Q`9DN(0>VL`0!71B#EXPMT(04( -----END PRIVACY-ENHANCED MESSAGE-----