Report of Foreign Issuer (6-k)

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 April, 2015

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 ¨ Form 40-F x

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 ¨ No x

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 April 29, 2015

99.2	Management’s Discussion & Analysis for the first quarter ending March 31, 2015

99.3	Condensed Consolidated Interim Unaudited Financial Statements for the first quarter ending March 31, 2015

99.4	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated April 29, 2015

99.5	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated April 29, 2015

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: April 29, 2015						Cameco Corporation
						By:

						“Sean A. Quinn”
						Sean A. Quinn
						Senior Vice-President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

TSX: CCO

NYSE: CCJ

website: cameco.com

currency: Cdn (unless noted)

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

Tel: (306) 956-6200 Fax: (306) 956-6201

Cameco reports first quarter financial results

•

higher revenue and gross profit

•

lower uranium production due to unplanned Key Lake mill outage, still on track for year

•

continued success ramping up production at Cigar Lake mine and McClean Lake mill

•

McArthur River production limit increase to 25 million pounds annually approved by CNSC

•

supply agreement signed between Cameco Inc. and India’s Department of Atomic Energy

Saskatoon, Saskatchewan, Canada, April 29, 2015

Cameco (TSX: CCO; NYSE: CCJ) today reported its consolidated financial and operating results for the first quarter ended March 31, 2015 in accordance with International Financial Reporting Standards (IFRS).

“We have continued to perform well in an uncertain market,” said president and CEO, Tim Gitzel.

“We have not only achieved success at the operational level, with excellent progress at Cigar Lake, and permission for a higher production level at McArthur River, but our company as a whole has focused on remaining a market leader, by maintaining strong relationships with our customers, and forging new relationships, as Cameco Inc. did by signing a long-term supply agreement with India. Our strengths have always been great people, great assets, and a strong portfolio of contracts, and we continue to build on those strengths, even in a depressed market.”


HIGHLIGHTS ($ MILLIONS EXCEPT WHERE INDICATED)	THREE MONTHS ENDED MARCH 31
HIGHLIGHTS ($ MILLIONS EXCEPT WHERE INDICATED)	2015			2014		CHANGE
Revenue		566			419		35	%
Gross profit		129			108		19	%
Net earnings (loss) attributable to equity holders		(9	)		131		(107	)%
$ per common share (diluted)		(0.02	)		0.33		(106	)%
Adjusted net earnings (non-IFRS, see page 3)		69			36		92	%
$ per common share (adjusted and diluted)		0.18			0.09		100	%
Cash provided by operations (after working capital changes)		134			7		1814	%

FIRST QUARTER

Net loss attributed to equity holders (net loss) this quarter was $9 million (loss of $0.02 per share diluted) compared to net earnings of $131 million ($0.33 per share diluted) in the first quarter of 2014. Our net loss was primarily due to higher mark-to-market losses on foreign exchange derivatives. In addition, our 2014 earnings included a gain on the sale of our interest in BPLP of $127 million.

On an adjusted basis, our earnings this quarter were $69 million ($0.18 per share diluted) compared to $36 million ($0.09 per share diluted) (non-IFRS measure, see page 3) in the first quarter of 2014. The change was mainly due to higher earnings from our fuel services and NUKEM segments based on higher sales volumes, partially offset by lower earnings in our uranium segment. In addition, our 2014 adjusted net earnings also included an early termination fee of $18 million incurred as a result of the cancellation of our toll conversion agreement with Springfields Fuels Ltd. (SFL), which was to expire in 2016.

See Financial results by segment on page 4 for more detailed discussion.

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Uranium market update

The market in the first quarter of 2015 changed little from the last quarter of 2014. The modest level of contracting activity was comparable to the previous quarter, with no significant strength or weakness emerging.

On the positive side, China started approving new reactor projects after a hiatus following the 2011 events in Japan, and four reactors under construction in China joined the grid. As a result, China now has 26 reactors operating and 23 under construction. On the supply side, production issues at several large uranium mines threaten to tighten supply in the coming year, although the market impact has not yet been significant.

Japan continued to experience difficulties with reactor restarts in 2015, although the country reported a mix of both negative and positive developments. The industry experienced another potential setback with the recent court injunction preventing the restart of Kansai Electric’s two Takahama units, which had applied for restart and had already met the Nuclear Regulatory Authority’s new safety standards. This development adds to ongoing uncertainty about the pace of restarts in Japan. Additionally, it was announced that five older reactors would not submit restart applications, but would be permanently retired. However, positive news also emerged when a provisional injunction to block the restart of the Sendai reactors was rejected by the Kagoshima District Court, allowing Kyushu Electric to remain focused on the safe restart of the facility. The frontrunners for restart continue to be the two Sendai reactors, which appear poised for restart this summer, following final regulatory approvals and pre-operational safety checks.

In the absence of a significant uptick in demand from fuel buyers, whose requirements continue to be well covered in 2015, there was modest movement in the uranium spot price from the later part of 2014. The spot price has shown some support just below $40 (US).

Looking forward, Canada’s Nuclear Cooperation Agreement with India, and Cameco Inc.’s subsequent supply agreement with India’s Department of Atomic Energy (DAE), represent significant opportunities in the world’s second fastest growing market for nuclear fuel. The sale, into a market that was previously closed to us, provides 7.1 million pounds of uranium concentrate under a long-term contract through 2020 and, we anticipate, marks the beginning of a long and positive relationship with a new customer.

Longer term, strong fundamentals underpin a positive outlook for the industry as 63 reactors are currently under construction, and a net increase of 81 reactors is expected over the next 10 years. This demand fundamental combined with the timing, development and execution of new supply projects and the continued performance of existing supply will determine the pace of market recovery.

Outlook for 2015

Our strategy is to profitably produce at a pace aligned with market signals, while maintaining the ability to respond to conditions as they evolve.

Our outlook for 2015 reflects the expenditures necessary to help us achieve our strategy. Our outlook for uranium revenue, fuel services revenue, consolidated revenue, tax rate and capital expenditures has changed, as explained below. We do not provide an outlook for the items in the table that are marked with a dash.

See 2015 Financial results by segment on page 4 for details.

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2015 FINANCIAL OUTLOOK


	CONSOLIDATED	URANIUM	FUEL SERVICES	NUKEM

Production	—	25.3 to 26.3 million lbs	9 to 10 million kgU	—

Sales volume¹	—	31 to 33 million lbs	Decrease 5% to 10%	7 to 8 million lbs U₃O₈

Revenue compared to 2014²	Increase up to 5%	Increase up to 5%³	Increase up to 5%	Increase 5% to 10%

Average unit cost of sales (including D&A)	—	Increase 5% to 10%⁴	Increase 5% to 10%	Increase up to 5%

Direct administration costs compared to 2014⁵	Increase up to 5%	—	—	Decrease up to 5%

Exploration costs compared to 2014	—	Decrease 5% to 10%	—	—

Tax rate	Recovery of 45% to 50%	—	—	Expense of 30% to 35%

Capital expenditures	$405 million	—	—	—

¹	Our 2015 outlook for sales volume in our uranium and NUKEM segments does not include sales between our uranium, fuel services and NUKEM segments.

²	For comparison of our 2015 outlook and 2014 results for revenue in our uranium and NUKEM segments, we do not include sales between our uranium, fuel services and NUKEM segments.

³	Based on a uranium spot price of $38.25 (US) per pound (the Ux spot price as of April 27, 2015), a long-term price indicator of $49.00 (US) per pound (the Ux long-term indicator on April 27, 2015) and an exchange rate of $1.00 (US) for $1.20 (Cdn).

⁴	This increase is based on the unit cost of sale for produced material and committed long-term purchases. If we make discretionary purchases in 2015, then we expect the overall unit cost of sales to increase further.

⁵	Direct administration costs do not include stock-based compensation expenses.

Our outlook for uranium revenue and for fuel services revenue has changed to an increase of up to five percent for each (previously decreases of 5% to 10%, and up to 5% respectively) due to further weakening of the Canadian dollar. As a result consolidated revenue is also now expected to increase by up to 5% (previously a decrease of up to 5%).

We have adjusted our outlook for the tax rate to a recovery of 45% to 50% (previously a recovery of 60% to 65%) due to a change in the distribution of earnings between jurisdictions.

We now expect capital expenditures to be $405 million (previously $370 million). The increase is primarily due to an increase in the cost to modify AREVA’s McClean Lake mill to allow it to operate at 18 million pounds annually, as well as the timing of expenditures on projects at McArthur River and Key Lake. See Operations Updates on page 7 for more information.

In our uranium and fuel services segments, our customers choose when in the year to receive deliveries, so our quarterly delivery patterns, sales volumes and revenue can vary significantly. We expect uranium deliveries in the second quarter to be similar to the first quarter, and expect remaining 2015 deliveries to be more heavily weighted to the fourth quarter. However, not all delivery notices have been received to date, which could alter the delivery pattern. Typically, we receive notices six months in advance of the requested delivery date.

REVENUE AND EARNINGS SENSITIVITY ANALYSIS

For the rest of 2015:

•

a change of $5 (US) per pound in both the Ux spot price ($38.25 (US) per pound on April 27, 2015) and the Ux long-term price indicator ($49.00 (US) per pound on April 27, 2015) would change revenue by $88 million and net earnings by $57 million

•

a one-cent change in the value of the Canadian dollar versus the US dollar would effectively change revenue by $6 million and net earnings by $1 million, with a decrease in the value of the Canadian dollar versus the US dollar having a positive impact

ADJUSTED NET EARNINGS (NON-IFRS MEASURE)

Adjusted net earnings is a measure that does not have a standardized meaning or a consistent basis of calculation under IFRS (non-IFRS measure). We use this measure as a more meaningful way to compare our financial performance from period to period. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance. Adjusted net earnings is our net earnings attributable to equity holders, adjusted to better reflect the underlying financial performance for the reporting period. The adjusted earnings measure reflects the matching of the net benefits of our hedging program with the inflows of foreign currencies in the applicable reporting period, and has also been adjusted for NUKEM purchase price inventory write-downs and recoveries, income taxes on adjustments, impairment charges on non-producing property, and the after tax gain on the sale of our interest in BPLP.

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Adjusted net earnings is non-standard supplemental information and should not be considered in isolation or as a substitute for financial information prepared according to accounting standards. Other companies may calculate this measure differently, so you may not be able to make a direct comparison to similar measures presented by other companies.

The following table reconciles adjusted net earnings with our net earnings.


	THREE MONTHS ENDED MARCH 31
($ MILLIONS)	2015			2014
Net earnings (loss) attributable to equity holders		(9	)		131

Adjustments
Adjustments on derivatives¹(pre-tax)		101			44
NUKEM purchase price inventory recovery		(3	)		—
Income taxes on adjustments		(26	)		(12	)
Impairment charge		6			—
Gain on interest in BPLP (after tax)		—			(127	)

Adjusted net earnings		69			36

¹	We do not apply hedge accounting for our portfolio of foreign currency forward sales contracts. However, we have adjusted our gains or losses on derivatives to reflect what our earnings would have been had hedge accounting been in place.

DISCONTINUED OPERATION

On March 27, 2014, we completed the sale of our 31.6% limited partnership interest in BPLP. The aggregate sale price for our interest in BPLP and certain related entities was $450 million. The sale was accounted for effective January 1, 2014. We realized an after tax gain of $127 million on this divestiture. See note 4 to the interim financial statements for more information.

Financial results by segment

Uranium


	THREE MONTHS ENDED MARCH 31
HIGHLIGHTS	2015		2014		CHANGE
Production volume (million lbs)		5.1		5.7		(11	)%

Sales volume (million lbs)¹		7.0		6.9		1	%

Average spot price ($US/lb)		38.36		34.94		10	%
Average long-term price ($US/lb)		49.50		48.67		2	%
Average realized price
($US/lb)		43.42		46.60		(7	)%
($Cdn/lb)		52.74		50.58		4	%

Average unit cost of sales ($Cdn/lb) (including D&A)		36.47		33.30		10	%

Revenue ($ millions)¹		368		348		6	%

Gross profit ($ millions)		113		119		(5	)%

Gross profit (%)		31		34		(9	)%

¹	Includes sales and revenue between our uranium and NUKEM segments (15,000 pounds in sales and revenue of $0.5 million in Q1 2015, nil in Q1 2014).

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FIRST QUARTER

Production volumes this quarter were 11% lower compared to the first quarter of 2014, mainly due to lower production at McArthur River/Key Lake and our ISR operations, partially offset by higher production at Rabbit Lake and production from Cigar Lake. See Operations Updates on page 7 for more information.

Uranium revenues were up 6% due to a 1% increase in sales volumes and a 4% increase in the Canadian dollar average realized price.

The US dollar average realized price decreased by 7% compared to 2014 mainly due to lower prices on fixed price contracts. Our Canadian dollar realized prices this quarter were higher than the first quarter of 2014, primarily as a result of the weakening of the Canadian dollar. In the first quarter of 2015, the exchange rate on the average realized price was $1.00 (US) for $1.21 (Cdn) over the quarter, compared to $1.00 (US) for $1.09 (Cdn) in the first quarter of 2014.

Total cost of sales (including D&A) increased by 11% ($254 million compared to $229 million in 2014). This was mainly the result of a 1% increase in sales volumes and a 13% increase in cash cost of sales. In the first quarter of 2015, total cash cost of sales were $204 million compared to $180 million in the first quarter of 2014 due to a higher volume of material purchases, and increased unit production costs due to lower overall production.

The net effect was a $6 million decrease in gross profit for the quarter.

The following table shows the costs of produced and purchased uranium incurred in the reporting periods (which are non-IFRS measures, see below table). These costs do not include selling costs such as royalties, transportation and commissions, nor do they reflect the impact of opening inventories on our reported cost of sales.


	THREE MONTHS ENDED MARCH 31
($CDN/LB)	2015		2014		CHANGE
Produced
Cash cost		28.05		20.82		35	%
Non-cash cost		12.50		10.55		18	%

Total production cost		40.55		31.37		29	%

Quantity produced (million lbs)		5.1		5.7		(11	)%

Purchased
Cash cost		47.95		42.18		14	%

Quantity purchased (million lbs)		2.7		1.3		108	%

Totals
Produced and purchased costs		43.11		33.38		29	%

Quantities produced and purchased (million lbs)		7.8		7.0		11	%

Cash cost per pound, non-cash cost per pound and total cost per pound for produced and purchased uranium presented in the above table are non-IFRS measures. These measures do not have a standardized meaning or a consistent basis of calculation under IFRS. We use these measures in our assessment of the performance of our uranium business. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow.

These measures are non-standard supplemental information and should not be considered in isolation or as a substitute for measures of performance prepared according to accounting standards. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently, so you may not be able to make a direct comparison to similar measures presented by other companies.

To facilitate a better understanding of these measures, the following table presents a reconciliation of these measures to our unit cost of sales for the first quarters of 2015 and 2014.

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CASH AND TOTAL COST PER POUND RECONCILIATION


	THREE MONTHS ENDED MARCH 31
($ MILLIONS)	2015			2014
Cost of product sold		204.2			180.9
Add / (subtract)
Royalties		(13.8	)		(14.2	)
Standby charges		—			(9.3	)
Other selling costs		(1.6	)		(2.4	)
Change in inventories		82.5			18.5

Cash operating costs (a)		271.3			173.5
Add / (subtract)
Depreciation and amortization		50.1			48.3
Change in inventories		14.9			11.9

Total operating costs (b)		336.3			233.7

Uranium produced & purchased (million lbs) (c)		7.8			7.0

Cash costs per pound (a ÷ c)		34.78			24.79
Total costs per pound (b ÷ c)		43.11			33.38

Fuel services

(includes results for UF₆, UO₂and fuel fabrication)


	THREE MONTHS ENDED MARCH 31
HIGHLIGHTS	2015		2014		CHANGE
Production volume (million kgU)		2.6		4.0		(35	)%
Sales volume (million kgU)		3.0		1.8		67	%
Average realized price ($Cdn/kgU)		22.11		22.41		(1	)%
Average unit cost of sales ($Cdn/kgU) (including D&A)		19.57		21.36		(8	)%
Revenue ($ millions)		66		40		65	%
Gross profit ($ millions)		8		2		300	%
Gross profit (%)		12		5		140	%

FIRST QUARTER

Total revenue increased by 65% due to a 67% increase in sales volumes.

The total cost of products and services sold (including D&A) increased by 55% ($59 million compared to $38 million in the first quarter of 2014) due to the increase in sales volumes, partially offset by a decrease in the average unit cost of sales. When compared to 2014, the average unit cost of sales was 8% lower due to the mix of fuel services products sold.

The net effect was a $6 million increase in gross profit.

NUKEM


	THREE MONTHS ENDED MARCH 31
HIGHLIGHTS	2015		2014			CHANGE
Uranium sales (million lbs)¹		2.5		0.7			257	%
Average realized price ($Cdn/lb)		38.14		39.81			(4	)%
Cost of product sold (including D&A)		86		35			146	%
Revenue ($ millions)¹		97		32			203	%
Gross profit (loss) ($ millions)		11		(3	)		467	%
Gross profit (%)		11		(9	)		222	%

¹	Includes sales and revenue between our uranium, fuel services and NUKEM segments (0.5 million pounds in sales and revenue of $2.5 million in Q1 2015, nil in Q1 2014).

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FIRST QUARTER

During the first three months of 2015, NUKEM delivered 2.5 million pounds of uranium, an increase of 1.8 million pounds (257%) due to timing of customer requirements and greater market activity. NUKEM revenues amounted to $97 million as a result of higher deliveries. Average realized prices were slightly lower than those realized in the first quarter of 2014.

Gross profit amounted to $11 million, an increase of $14 million compared to the first quarter of 2014. Included in the 2014 loss for the quarter was a $6 million write-down of inventory, as a result of a decline in the spot price during the period compared to a $3 million recovery in 2015. Excluding the effects of inventory adjustments, gross profits would be 8% in the first quarter of 2015 and 9% in the first quarter of 2014.

Operations updates

Uranium Production


	THREE MONTHS ENDED MARCH 31
OUR SHARE (MILLION LBS)	2015		2014		CHANGE			2015 PLAN
McArthur River/Key Lake		2.7		3.8		(29	)%	13.7
Cigar Lake¹		0.3		—		—		3.0 – 4.0
Inkai		0.6		0.7		(14	)%	3.0
Rabbit Lake		0.9		0.5		80	%	3.9
Smith Ranch-Highland		0.5		0.5		—		1.4
Crow Butte		0.1		0.2		(50	)%	0.3
Total		5.1		5.7		(11	)%	25.3 – 26.3

¹	Not commercial production – see Cigar Lake update below.

MCARTHUR RIVER/KEY LAKE

Production for the quarter was 29% lower compared to the same period last year due to several weeks of unplanned mill maintenance to repair the existing calciner and related equipment. Our planned annual production for the operation is unchanged.

Construction of the new calciner at Key Lake is ongoing, with commissioning planned for late 2015. The existing calciner circuit will remain in place until operational reliability of the new calciner is achieved. The calciner replacement project was planned in a way that will temporarily allow us to use either calciner, which will help to mitigate risks to our production rate during the commissioning phase.

At McArthur River, the CNSC has approved an increase of our licence production limit to 25 million pounds per year (100% basis), which matches the annual mill production licence limit at Key Lake. Provincial approval for 25 million pounds of annual production at McArthur River is the final step in the approval process, and we are currently awaiting a decision.

The increased production limit at the McArthur River/Key Lake operation aligns with our strategy to maintain the flexibility to respond to market conditions as they evolve, and prepare our operations and projects to respond when the market signals that additional production is needed.

CIGAR LAKE

The jet boring system at the Cigar Lake mine performed as expected during the first quarter, and we successfully mined 1.9 million pounds of uranium for shipment to the McClean Lake mill. We are continuing to ramp up mine production using two jet boring machines (JBS) and expect to commission the third JBS this year.

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The mined ore is routinely transported to the McClean Lake mill, which, during the first quarter, packaged approximately 690,000 pounds (100% basis, 345,000 pounds our share) and remains on track to achieve the annual production target of 6 million to 8 million packaged pounds (100% basis).

As of April 25, a total of about 2.7 million pounds of uranium has been extracted from the mine, and a total of about 1.5 million pounds (100% basis) has been packaged at the McClean Lake mill in 2015.

Commercial production is achieved when management determines that the mine is able to produce at a consistent or sustainably increasing level. Once we have declared commercial production at Cigar Lake, we will begin depreciating the assets, contributing to an increase in our overall production costs (non-cash), as indicated in our 2015 outlook.

We expect Cigar Lake to produce between 6 million and 8 million packaged pounds in 2015; our share is 3 million to 4 million pounds. As we ramp up production to 18 million pounds (100% basis) by 2018, volumes may not be linear year-to-year, but will vary based on our operational experience. To ensure the most efficient operation of the mine and mill throughout the year, we expect to continually manage ore supply and, therefore, may halt and resume mining several times during a quarter without impacting planned annual production.

AREVA has indicated good progress in the ramp up of the McClean mill, with feed grades exceeding 25% U₃O₈, and an output well above historical mill production levels. To allow the McClean Lake mill to reach full production of 18 million pounds annually, AREVA now estimates that our share of expenditures related to the mill modifications will be about $80 million in 2015 (previously $60 to $70 million (our share) in 2015), and advises additional expenditures will also be required after 2015. The increase in 2015 expenditures is due to larger quantities of piping, electrical, instrumentation, and related labour, identified upon completion of detailed engineering. AREVA is currently preparing an updated estimate of the cost to complete the mill modifications.

INKAI

Production in the first quarter was 14% lower compared to the same period of 2014, but remains aligned with the current 2015 mine plan. Inkai is on target to produce 5.2 million pounds (100% basis) this year.

The Ministry of Energy of the Republic of Kazakhstan has issued a letter to JV Inkai approving the extension of the period for Block 3 deposit evaluation by three years to July 13, 2018, provided the design document is approved in accordance with the established legislation order before June 13, 2015.

FUEL SERVICES

Fuel services produced 2.6 million kgU in the first quarter, 35% lower than the same period last year, primarily due to the reduced volumes attributable to the early termination of the SFL contract in 2014. We decreased our production target in 2015 to between 9 million and 10 million kgU, so quarterly production is expected to be lower than comparable periods in 2014.

The current collective bargaining agreement for our unionized employees at CFM expires on June 1, 2015. We began preparing for the collective bargaining process during the first quarter.

Qualified persons

The technical and scientific information discussed in this document for our material properties (McArthur River/Key Lake, Inkai and Cigar Lake) was approved by the following individuals who are qualified persons for the purposes of NI 43-101:

MCARTHUR RIVER/KEY LAKE

•

David Bronkhorst, vice-president, mining and technology, Cameco

CIGAR LAKE

•

Les Yesnik, general manager, Cigar Lake, Cameco

INKAI

•

Darryl Clark, general director, JV Inkai

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Caution about forward-looking information

This document includes statements and information about our expectations for the future. When we discuss our strategy, plans, future financial and operating performance, or other things that have not yet taken place, we are making statements considered to be forward-looking information or forward-looking statements under Canadian and United States securities laws. We refer to them in this document as forward-looking information.

Key things to understand about the forward-looking information in this document:

•

It typically includes words and phrases about the future, such as: anticipate, believe, estimate, expect, plan, will, intend, goal, target, forecast, project, strategy and outlook (see examples below).

•

It represents our current views, and can change significantly.

•

It is based on a number of material assumptions, including those we have listed on page 10, which may prove to be incorrect.

•

Actual results and events may be significantly different from what we currently expect, due to the risks associated with our business. We list a number of these material risks on page 9. We recommend you also review our annual information form and annual and first quarter MD&A, which include a discussion of other material risks that could cause actual results to differ significantly from our current expectations.

•

Forward-looking information is designed to help you understand management’s current views of our near and longer term prospects, and it may not be appropriate for other purposes. We will not necessarily update this information unless we are required to by securities laws.

EXAMPLES OF FORWARD-LOOKING INFORMATION IN THIS DOCUMENT

•

our expectations about 2015 and future global uranium supply and demand and number of reactors including the discussion under the heading Uranium market update

•

our consolidated outlook for the year and the outlook for our uranium, fuel services and NUKEM segments for 2015

•

our expectations for uranium deliveries in the second quarter and for the balance of 2015

•

our future plans and expectations for each of our uranium operating properties and fuel services operating sites

MATERIAL RISKS

•

actual sales volumes or market prices for any of our products or services are lower than we expect for any reason, including changes in market prices or loss of market share to a competitor

•

we are adversely affected by changes in foreign currency exchange rates, interest rates or tax rates

•

our production costs are higher than planned, or necessary supplies are not available, or not available on commercially reasonable terms

•

our estimates of production, purchases, costs, decommissioning or reclamation expenses, or our tax expense estimates, prove to be inaccurate

•

we are unable to enforce our legal rights under our existing agreements, permits or licences

•

we are subject to litigation or arbitration that has an adverse outcome, including lack of success in our disputes with tax authorities

•

there are defects in, or challenges to, title to our properties

•

our mineral reserve and resource estimates are not reliable, or we face unexpected or challenging geological, hydrological or mining conditions

•

we are affected by environmental, safety and regulatory risks, including increased regulatory burdens or delays

•

we cannot obtain or maintain necessary permits or approvals from government authorities

•

we are affected by political risks

•

we are affected by terrorism, sabotage, blockades, civil unrest, social or political activism, accident or a deterioration in political support for, or demand for, nuclear energy

•

we are impacted by changes in the regulation or public perception of the safety of nuclear power plants, which adversely affect the construction of new plants, the relicensing of existing plants and the demand for uranium

•

there are changes to government regulations or policies that adversely affect us, including tax and trade laws and policies

•

our uranium suppliers fail to fulfil delivery commitments

•

our McArthur River development, mining or production plans are delayed or do not succeed for any reason

•

our Cigar Lake development, mining or production plans are delayed or do not succeed, including as a result of any difficulties with the jet boring mining method or freezing the deposit to meet production targets, the third jet boring machine does not go into operation on schedule in 2015 or operate as expected, or any difficulties with the McClean Lake mill modifications or expansion or milling of Cigar Lake ore

•

we are unable to obtain an extension to the term of Inkai’s block 3 exploration licence, which expires in July 2015

•

we are affected by natural phenomena, including inclement weather, fire, flood and earthquakes

•

our operations are disrupted due to problems with our own or our customers’ facilities, the unavailability of reagents, equipment, operating parts and supplies critical to production, equipment failure, lack of tailings capacity, labour shortages, labour relations issues, strikes or lockouts, underground floods, cave-ins, ground movements, tailings dam failures, transportation disruptions or accidents, or other development and operating risks

- 9 -

MATERIAL ASSUMPTIONS

•

our expectations regarding sales and purchase volumes and prices for uranium and fuel services

•

our expectations regarding the demand for uranium, the construction of new nuclear power plants and the relicensing of existing nuclear power plants not being more adversely affected than expected by changes in regulation or in the public perception of the safety of nuclear power plants

•

our expected production level and production costs

•

the assumptions regarding market conditions upon which we have based our capital expenditures expectations

•

our expectations regarding spot prices and realized prices for uranium

•

our expectations regarding tax rates and payments, foreign currency exchange rates and interest rates

•

our decommissioning and reclamation expenses

•

our mineral reserve and resource estimates, and the assumptions upon which they are based, are reliable

•

the geological, hydrological and other conditions at our mines

•

our McArthur River development, mining and production plans succeed

•

our Cigar Lake development, mining and production plans succeed, including the third jet boring machine goes into operation on schedule in 2015 and operates as expected, the jet boring mining method

works as anticipated, and the deposit freezes as planned

•

modification and expansion of the McClean Lake mill are completed as planned and the mill is able to process Cigar Lake ore as expected

•

the term of Inkai’s block 3 exploration licence does not expire in July 2015 and is instead extended

•

our ability to continue to supply our products and services in the expected quantities and at the expected times

•

our ability to comply with current and future environmental, safety and other regulatory requirements, and to obtain and maintain required regulatory approvals

•

our operations are not significantly disrupted as a result of political instability, nationalization, terrorism, sabotage, blockades, civil unrest, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, the unavailability of reagents, equipment, operating parts and supplies critical to production, labour shortages, labour relations issues, strikes or lockouts, underground floods, cave-ins, ground movements, tailings dam failure, lack of tailings capacity, transportation disruptions or accidents or other development or operating risks

Quarterly dividend notice

We announced today that our board of directors approved a quarterly dividend of $0.10 per share on the outstanding common shares of the corporation that is payable on July 15, 2015, to shareholders of record at the close of business on June 30, 2015.

Conference call

We invite you to join our first quarter conference call on Wednesday, April 29th, 2015 at 1:00 p.m. Eastern.

The call will be open to all investors and the media. To join the call, please dial (800) 769-8320 (Canada and US) or (416) 340-8530. An operator will put your call through. A live audio feed of the conference call will be available from a link at cameco.com. See the link on our 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

•

on post view until midnight, Eastern, May 30, 2015 by calling (800) 408-3053 (Canada and US) or (905) 694-9451 (Passcode 5846753#)

- 10 -

Additional information

You can find a copy of our first quarter MD&A and interim financial statements on our website at cameco.com, on SEDAR at sedar.com and on EDGAR at sec.gov/edgar.shtml.

Additional information, including our 2014 annual management’s discussion and analysis, annual audited financial statements and annual information form, is available on SEDAR at sedar.com, on EDGAR at sec.gov/edgar.shtml and on our website at cameco.com.

Profile

We are one of the world’s largest uranium producers, a significant supplier of conversion services and one of two CANDU fuel manufacturers in Canada. Our competitive position is based on our controlling ownership of the world’s largest high-grade reserves and low-cost operations. Our uranium products are used to generate clean electricity in nuclear power plants around the world. We also explore for uranium in the Americas, Australia and Asia. Our shares trade on the Toronto and New York stock exchanges. Our head office is in Saskatoon, Saskatchewan.

As used in this news release, the terms we, us, our, the Company and Cameco mean Cameco Corporation and its subsidiaries; including NUKEM GmbH, unless otherwise indicated.

- End -


Investor inquiries:		Rachelle Girard (306) 956-6403

Media inquiries:		Gord Struthers (306) 956-6593

- 11 -

Exhibit 99.2

LOGO

Management’s discussion and analysis

for the quarter ended March 31, 2015


FIRST QUARTER UPDATE			4
CONSOLIDATED FINANCIAL RESULTS			8
OUTLOOK FOR 2015			15
LIQUIDITY AND CAPITAL RESOURCES			17
FINANCIAL RESULTS BY SEGMENT
URANIUM			18
FUEL SERVICES			20
NUKEM			20
OUR OPERATIONS			21
URANIUM 2015 Q1 UPDATES			21
FUEL SERVICES 2015 Q1 UPDATES			23
QUALIFIED PERSONS			23
ADDITIONAL INFORMATION			23

This management’s discussion and analysis (MD&A) includes information that will help you understand management’s perspective of our unaudited condensed consolidated interim financial statements and notes for the quarter ended March 31, 2015 (interim financial statements). The information is based on what we knew as of April 28, 2015 and updates the annual MD&A included in our 2014 annual report.

As you review this MD&A, we encourage you to read our interim financial statements as well as our audited consolidated financial statements and notes for the year ended December 31, 2014 and annual MD&A. You can find more information about Cameco, including our audited consolidated financial statements and our most recent annual information form, on our website at cameco.com, on SEDAR at sedar.com or on EDGAR at sec.gov. You should also read our annual information form before making an investment decision about our securities.

The financial information in this MD&A and in our financial statements and notes are prepared according to International Financial Reporting Standards (IFRS), unless otherwise indicated.

Unless we have specified otherwise, all dollar amounts are in Canadian dollars.

Throughout this document, the terms we, us, our and Cameco mean Cameco Corporation and its subsidiaries, including NUKEM Energy Gmbh (NUKEM), unless otherwise indicated.

- 1 -

Caution about forward-looking information

Our MD&A includes statements and information about our expectations for the future. When we discuss our strategy, plans, future financial and operating performance, or other things that have not yet taken place, we are making statements considered to be forward-looking information or forward-looking statements under Canadian and United States securities laws. We refer to them in this MD&A as forward-looking information.

Key things to understand about the forward-looking information in this MD&A:

•

It represents our current views, and can change significantly.

•

It is based on a number of material assumptions, including those we have listed on page 3, which may prove to be incorrect.

•

Actual results and events may be significantly different from what we currently expect, due to the risks associated with our business. We list a number of these material risks on pages 2 and 3. We recommend you also review our annual information form and annual MD&A, which includes a discussion of other material risks that could cause actual results to differ significantly from our current expectations.

•

Examples of forward-looking information in this MD&A

•

the discussion under the heading Our strategy

•

our expectations about 2015 and future global uranium supply and demand and number of reactors including the discussion under the heading Uranium market update

•

the discussion of our expectations relating to our transfer pricing disputes including our estimate of the amount and timing of expected cash taxes and transfer pricing penalties

•

our consolidated outlook for the year and the outlook for our uranium, fuel services and NUKEM segments for 2015

•

our expectations for uranium deliveries in the second quarter and for the balance of 2015

•

our price sensitivity analysis for our uranium segment

•

our expectation that existing cash balances and operating cash flows will meet our anticipated 2015 capital requirements without the need for any significant additional funding

•

our expectation that our operating and investment activities for the remainder of 2015 will not be constrained by the financial-related covenants in our unsecured revolving credit facility

•

our future plans and expectations for each of our uranium operating properties and fuel services operating sites

Material risks

•

actual sales volumes or market prices for any of our products or services are lower than we expect for any reason, including changes in market prices or loss of market share to a competitor

•

we are adversely affected by changes in foreign currency exchange rates, interest rates or tax rates

•

our production costs are higher than planned, or necessary supplies are not available, or not available on commercially reasonable terms

•

our estimates of production, purchases, costs, decommissioning or reclamation expenses, or our tax expense estimates, prove to be inaccurate

•

we are unable to enforce our legal rights under our existing agreements, permits or licences

•

we are subject to litigation or arbitration that has an adverse outcome, including lack of success in our disputes with tax authorities

•

we are unsuccessful in our dispute with CRA and this results in significantly higher cash taxes, interest charges and penalties than the amount of our cumulative tax provision

•

there are defects in, or challenges to, title to our properties

•

our mineral reserve and resource estimates are not reliable, or we face unexpected or challenging geological, hydrological or mining conditions

•

we are affected by environmental, safety and regulatory risks, including increased regulatory burdens or delays

•

we cannot obtain or maintain necessary permits or approvals from government authorities

•

we are affected by political risks

•

we are affected by terrorism, sabotage, blockades, civil unrest, social or political activism, accident or a deterioration in political support for, or demand for, nuclear energy

•

2 CAMECO CORPORATION

•

there are changes to government regulations or policies that adversely affect us, including tax and trade laws and policies

•

our uranium suppliers fail to fulfil delivery commitments

•

our McArthur River development, mining or production plans are delayed or do not succeed for any reason

•

we are unable to obtain an extension to the term of Inkai’s block 3 exploration licence, which expires in July 2015

•

we are affected by natural phenomena, including inclement weather, fire, flood and earthquakes

•

Material assumptions

•

our expectations regarding sales and purchase volumes and prices for uranium and fuel services

•

our expected production level and production costs

•

the assumptions regarding market conditions upon which we have based our capital expenditures expectations

•

our expectations regarding spot prices and realized prices for uranium, and other factors discussed under the heading Price sensitivity analysis: uranium segment

•

our expectations regarding tax rates and payments, foreign currency exchange rates and interest rates

•

our expectations about the outcome of disputes with tax authorities

•

our decommissioning and reclamation expenses

•

our mineral reserve and resource estimates, and the assumptions upon which they are based, are reliable

•

the geological, hydrological and other conditions at our mines

•

our McArthur River development, mining and production plans succeed

•

our Cigar Lake development, mining and production plans succeed, including the third jet boring machine goes into operation on schedule in 2015 and operates as expected, the jet boring mining method works as anticipated, and the deposit freezes as planned

•

modification and expansion of the McClean Lake mill are completed as planned and the mill is able to process Cigar Lake ore as expected

•

the term of Inkai’s block 3 exploration licence does not expire in July 2015 and is instead extended

•

our ability to continue to supply our products and services in the expected quantities and at the expected times

•

our ability to comply with current and future environmental, safety and other regulatory requirements, and to obtain and maintain required regulatory approvals

•

2015 FIRST QUARTER REPORT 3

Our strategy

We are a pure-play nuclear fuel supplier, focused on taking advantage of the long-term growth we see coming in our industry, while maintaining the ability to respond to market conditions as they evolve. Our strategy is to profitably produce at a pace aligned with market signals in order to increase long-term shareholder value, and to do that with a focus on safety, people and the environment.

We plan to:

•

ensure continued reliable, low-cost production from our flagship operation, McArthur River/Key Lake, and seek to expand that production

•

ensure continued reliable, low-cost production at Inkai

•

successfully ramp up production at Cigar Lake

•

manage the rest of our production facilities and other sources of supply in a manner that retains the flexibility to respond to market signals and take advantage of value adding opportunities within our own portfolio and the uranium market

•

maintain our low-cost advantage by focusing on execution and operational excellence

You can read more about our strategy in our 2014 annual MD&A.

First quarter update

On January 31, 2014, we announced the sale of our 31.6% limited partnership interest in Bruce Power Limited Partnership (BPLP) and related entities for $450 million. The sale closed on March 27, 2014 and was accounted for as being completed effective January 1, 2014.

Under IFRS, we are required to report the results from discontinued operations separately from continuing operations. We have included the financial impact of the sale of BPLP in discontinued operations.

Throughout this document, for comparison purposes, all results for “earnings from continuing operations” and “cash from continuing operations” have been revised to exclude BPLP. The impact of BPLP is shown separately as a discontinued operation.

Our performance


HIGHLIGHTS	THREE MONTHS ENDED MARCH 31
($ MILLIONS EXCEPT WHERE INDICATED)	2015			2014		CHANGE
Revenue		566			419		35	%
Gross profit		129			108		19	%
Net earnings (loss) attributable to equity holders		(9	)		131		(107	)%
$ per common share (diluted)		(0.02	)		0.33		(106	)%
Adjusted net earnings (non-IFRS, see page 8)		69			36		92	%
$ per common share (adjusted and diluted)		0.18			0.09		100	%
Cash provided by operations (after working capital changes)		134			7		1814	%

FIRST QUARTER UPDATE

On an adjusted basis, our earnings this quarter were $69 million ($0.18 per share diluted) compared to $36 million ($0.09 per share diluted) (non-IFRS measure, see page 8) in the first quarter of 2014. The change was mainly due to higher earnings from our fuel services and NUKEM segments based on higher sales volumes, partially offset by lower earnings in our uranium segment. In addition, our 2014 adjusted net earnings also included an early termination fee of $18 million incurred as a result of the cancellation of our toll conversion agreement with Springfields Fuels Ltd. (SFL), which was to expire in 2016.

4 CAMECO CORPORATION

See Financial results by segment on page 18 for more detailed discussion.

Operations update


		THREE MONTHS ENDED MARCH 31
HIGHLIGHTS		2015		2014			CHANGE
Uranium	Production volume (million lbs)		5.1		5.7			(11	)%
	Sales volume (million lbs)¹		7.0		6.9			1	%
	Average realized price ($US/lb)		43.42		46.60			(7	)%
	($Cdn/lb)		52.74		50.58			4	%
	Revenue ($ millions)¹		368		348			6	%
	Gross profit ($ millions)		113		119			(5	)%
Fuel services	Production volume (million kgU)		2.6		4.0			(35	)%
	Sales volume (million kgU)		3.0		1.8			67	%
	Average realized price ($Cdn/kgU)		22.11		22.41			(1	)%
	Revenue ($ millions)		66		40			65	%
	Gross profit ($ millions)		8		2			300	%
NUKEM	Sales volume U₃O₈(million lbs)²		2.5		0.7			257	%
	Average realized price uranium ($Cdn/lb)		38.14		39.81			(4	)%
	Revenue ($ millions)²		97		32			203	%
	Gross profit (loss) ($ millions)		11		(3	)		467	%

¹	Includes sales and revenue between our uranium and NUKEM segments (15,000 lbs in sales and revenue of $0.5 million in Q1 2015, nil in Q1 2014).

²	Includes sales and revenue between our uranium, fuel services and NUKEM segments (0.5 million lbs in sales and revenue of $2.5 million in Q1 2015, nil in Q1 2014).

Production in our uranium segment this quarter was 11% lower compared to the first quarter of 2014, mainly due to an unplanned outage at the Key Lake mill to repair the calciner, and slightly lower production at our in situ recovery (ISR) operations. These decreases were partially offset by higher production at Rabbit Lake and at Cigar Lake. See Uranium 2015 Q1 updates starting on page 21 for more information.

Key highlights:

•

At Cigar Lake, the jet boring system (JBS) performed as expected. We successfully mined 1.9 million pounds of uranium for shipment to the McClean Lake mill, which, during the first quarter, packaged approximately 690,000 pounds (100% basis, 345,000 pounds our share).

•

At McArthur River, the Canadian Nuclear Safety Commission (CNSC) approved an increase of our licence production limit to 25 million pounds per year (100% basis), which matches the annual mill production licence limit at Key Lake. Provincial approval is the final step in the approval process, and we are currently awaiting a decision.

•

In April, Cameco Inc. signed a supply agreement with the Department of Atomic Energy of India to provide 7.1 million pounds of uranium concentrate under a long-term contract through 2020.

Production in our fuel services segment was 35% lower this quarter than in the first quarter of 2014 due to lower planned annual production in 2015.

2015 FIRST QUARTER REPORT 5

Uranium market update

Caution about forward-looking information relating to our uranium market update

This discussion of our expectations for the nuclear industry, including its growth profile, future global uranium supply and demand, and net increase in reactors, is forward-looking information that is based upon the assumptions and subject to the material risks discussed under the heading Caution about forward-looking information beginning on page 2.

Industry Prices


	MAR 31 2015		DEC 31 2014		SEPT 30 2014		JUN 30 2014		MAR 31 2014		DEC 31 2013
Uranium ($US/lb U₃O₈)¹
Average spot market price		39.45		35.50		35.40		28.23		34.00		34.50
Average long-term price		49.50		49.50		45.00		44.50		46.00		50.00

Fuel services ($US/kgU as UF₆)¹
Average spot market price
North America		7.50		8.25		7.25		7.25		7.63		8.50
Europe		8.00		8.63		7.50		7.50		8.00		9.00
Average long-term price
North America		16.00		16.00		16.00		16.00		16.00		16.00
Europe		17.00		17.00		17.00		17.00		17.00		17.00

Note: the industry does not publish UO₂prices.

¹	Average of prices reported by TradeTech and Ux Consulting (Ux)

6 CAMECO CORPORATION

On the spot market, where purchases call for delivery within one year, the volume reported for the first quarter of 2015 was approximately 15 million pounds. This compares to approximately 10 million pounds in the first quarter of 2014.

At the end of the quarter, the average reported spot price had improved by almost four dollars from the previous quarter to $39.45 (US) per pound, while the average reported long-term price remained flat at $49.50 (US) per pound.

Long-term contracts usually call for deliveries to begin more than two years after the contract is finalized, and use a number of pricing formulas, including fixed prices escalated over the term of the contract, and market referenced prices (spot and long-term indicators quoted near the time of delivery).

Spot UF₆ conversion prices declined during the quarter, while long-term UF₆ conversion prices held firm.

Shares and stock options outstanding

At April 27, 2015, we had:

•

395,792,522 common shares and one Class B share outstanding

•

8,748,994 stock options outstanding, with exercise prices ranging from $19.30 to $54.38

Dividend policy

Our board of directors has established a policy of paying a quarterly dividend of $0.10 ($0.40 per year) per common share. This policy will be reviewed from time to time based on our cash flow, earnings, financial position, strategy and other relevant factors.

2015 FIRST QUARTER REPORT 7

Financial results

This section of our MD&A discusses our performance, financial condition and outlook for the future.

Consolidated financial results


HIGHLIGHTS	THREE MONTHS ENDED MARCH 31
($ MILLIONS EXCEPT WHERE INDICATED)	2015			2014		CHANGE
Revenue		566			419		35	%
Gross profit		129			108		19	%
Net earnings (loss) attributable to equity holders		(9	)		131		(107	)%
$ per common share (basic)		(0.02	)		0.33		(106	)%
$ per common share (diluted)		(0.02	)		0.33		(106	)%
Adjusted net earnings (non-IFRS, see page 8)		69			36		92	%
$ per common share (adjusted and diluted)		0.18			0.09		100	%
Cash provided by operations (after working capital changes)		134			7		1814	%

NET EARNINGS

On an adjusted basis, our earnings this quarter were $69 million ($0.18 per share diluted) compared to $36 million ($0.09 per share diluted) (non-IFRS measure, see page 8) in the first quarter of 2014. The change was mainly due to higher earnings from our fuel services and NUKEM segments based on higher sales volumes, partially offset by lower earnings in our uranium segment. In addition, our 2014 adjusted net earnings included an early termination fee of $18 million incurred as a result of the cancellation of our toll conversion agreement with SFL, which was to expire in 2016.

ADJUSTED NET EARNINGS (NON-IFRS MEASURE)

The following table reconciles adjusted net earnings with our net earnings.

8 CAMECO CORPORATION


	THREE MONTHS ENDED MARCH 31
($ MILLIONS)	2015			2014
Net earnings (loss) attributable to equity holders		(9	)		131

Adjustments
Adjustments on derivatives¹(pre-tax)		101			44
NUKEM purchase price inventory recovery		(3	)		—
Income taxes on adjustments		(26	)		(12	)
Impairment charge		6			—
Gain on interest in BPLP (after tax)		—			(127	)

Adjusted net earnings		69			36

¹	We do not apply hedge accounting for our portfolio of foreign currency forward sales contracts. However, we have adjusted our gains or losses on derivatives to reflect what our earnings would have been had hedge accounting been in place.

The following table shows what contributed to the change in adjusted net earnings this quarter.


($ MILLIONS)		THREE MONTHS ENDED MARCH 31
Adjusted net earnings – 2014			36

Change in gross profit by segment	(We calculate gross profit by deducting from revenue the cost of products and services sold, and depreciation and amortization (D&A), net of hedging benefits)
Uranium	Higher sales volume		2
	Lower realized prices ($US)		(22	)
	Foreign exchange impact on realized prices		37
	Higher costs		(22	)
	Hedging effects		(23	)

	change – uranium		(28	)

Fuel services	Higher sales volume Lower realized prices ($Cdn) Lower costs Hedging effects		1 (1 5 (2	) )

	change – fuel services		3

NUKEM	Gross profit		11

	change – NUKEM		11

Other changes Lower administration expenditures Lower exploration expenditures Higher income taxes Contract cancellation fee Loss on equity-accounted investments Foreign exchange Other			3 3 (15 18 10 23 5	)

Adjusted net earnings – 2015			69

See Financial results by segment on page 18 for more detailed discussion.

2015 FIRST QUARTER REPORT 9

Quarterly trends


HIGHLIGHTS ($ MILLIONS EXCEPT PER SHARE AMOUNTS)	2015								2014									2013
HIGHLIGHTS ($ MILLIONS EXCEPT PER SHARE AMOUNTS)	Q1			Q4		Q3			Q2			Q1		Q4		Q3		Q2
Revenue		566			889		587			502			419		977		597		421
Net earnings (loss) attributable to equity holders		(9	)		73		(146	)		127			131		64		211		34
$ per common share (basic)		(0.02	)		0.18		(0.37	)		0.32			0.33		0.16		0.53		0.09
$ per common share (diluted)		(0.02	)		0.18		(0.37	)		0.32			0.33		0.16		0.53		0.09
Adjusted net earnings (non-IFRS, see page 8)		69			205		93			79			36		150		208		61
$ per common share (adjusted and diluted)		0.18			0.52		0.23			0.20			0.09		0.38		0.53		0.15
Earnings (loss) from continuing operations		(10	)		72		(146	)		127			4		28		163		33
$ per common share (basic)		(0.02	)		0.18		(0.37	)		0.32			0.01		0.07		0.41		0.08
$ per common share (diluted)		(0.02	)		0.18		(0.37	)		0.32			0.01		0.07		0.41		0.08
Cash provided by continuing operations (after working capital changes)		134			236		263			(25	)		7		163		154		(33	)

Key things to note:

•

our financial results are strongly influenced by the performance of our uranium segment, which accounted for 65% of consolidated revenues in the first quarter of 2015

•

the timing of customer requirements, which tend to vary from quarter to quarter, drives revenue in the uranium and fuel services segments

•

Net earnings do not trend directly with revenue due to unusual items and transactions that occur from time to time. We use adjusted net earnings, a non-IFRS measure, as a more meaningful way to compare our results from period to period (see page 8 for more information).

•

cash from operations tends to fluctuate as a result of the timing of deliveries and product purchases in our uranium and fuel services segments

•

quarterly results are not necessarily a good indication of annual results due to seasonal variability in customer requirements

The table that follows presents the differences between net earnings and adjusted net earnings for the previous seven quarters.


HIGHLIGHTS ($ MILLIONS EXCEPT PER SHARE AMOUNTS)	2015									2014												2013
HIGHLIGHTS ($ MILLIONS EXCEPT PER SHARE AMOUNTS)	Q1			Q4			Q3			Q2			Q1			Q4			Q3			Q2
Net earnings (loss) attributable to equity holders		(9	)		73			(146	)		127			131			64			211			34
Adjustments
Adjustments on derivatives¹ (pre-tax)		101			10			60			(66	)		44			36			(41	)		36
NUKEM purchase price inventory write-down (recovery)		(3	)		(4	)		(2	)		—			—			(3	)		17			—
Impairment charges		6			172			196			—			—			70			15			—
Income taxes on adjustments		(26	)		(46	)		(15	)		18			(12	)		(17	)		6			(9	)
Gain on sale of BPLP (after tax)		—			—			—			—			(127	)		—			—			—
Adjusted net earnings (non-IFRS, see page 8)		69			205			93			79			36			150			208			61

¹	We do not apply hedge accounting for our portfolio of foreign currency forward sales contracts. However, we have adjusted our gains or losses on derivatives to reflect what our earnings would have been had hedge accounting been in place.

10 CAMECO CORPORATION

Discontinued operation


	THREE MONTHS ENDED MARCH 31
($ MILLIONS)	2015		2014
Share of earnings from BPLP and related entities		—		—
Tax expense		—		—

		—		—
Gain on disposal of BPLP and related entities		—		144.9
Tax expense on disposal		—		(17.7	)

Net earnings from discontinued operations		—		127.2

Corporate expenses

ADMINISTRATION


($ MILLIONS)	THREE MONTHS ENDED MARCH 31				CHANGE
($ MILLIONS)	2015		2014		CHANGE
Direct administration		38		38		—
Stock-based compensation		4		7		(43	)%
Total administration		42		45		(7	)%

Direct administration costs were the same as the first quarter of 2014.

Stock based compensation was $3 million lower than in 2014 due to a decrease in our share price from 2014 to 2015.

EXPLORATION

In the first quarter, uranium exploration expenses were $12 million, a decrease of $2 million compared to the first quarter of 2014.

INCOME TAXES

We recorded an income tax recovery of $45 million in the first quarter of 2015, unchanged from the first quarter of 2014. In 2015, we recorded losses of $210 million in Canada compared to $186 million in 2014, while earnings in foreign jurisdictions increased to $155 million from $144 million. The resulting increase in income tax recovery in Canada is fully offset by increased tax expense in the foreign jurisdictions.

On an adjusted basis, we recorded an income tax recovery of $20 million this quarter compared to a recovery of $34 million in the first quarter of 2014 due to higher pre-tax adjusted earnings and a change in the distribution of earnings between jurisdictions.


	THREE MONTHS ENDED MARCH 31
($ MILLIONS)	2015			2014
Pre-tax adjusted earnings¹
Canada²		(103	)		(144	)
Foreign		152			145

Total pre-tax adjusted earnings		49			1

Adjusted income taxes¹
Canada²		(27	)		(37	)
Foreign		7			3

Adjusted income tax expense (recovery)		(20	)		(34	)

¹	Pre-tax adjusted earnings and adjusted income taxes are non-IFRS measures.

²	Our IFRS-based measures have been adjusted by the amounts reflected in the table in adjusted net earnings (non-IFRS measure on page 8).

2015 FIRST QUARTER REPORT 11

TRANSFER PRICING DISPUTES

We have been reporting on our transfer pricing dispute with Canada Revenue Agency (CRA) since 2008, when it originated. As well, during the quarter we received a Revenue Agent’s Report (RAR) from the United States Internal Revenue Service (IRS) challenging the transfer pricing used under certain intercompany transactions including uranium purchase and sales arrangements relating to 2009. Below, we discuss the general nature of transfer pricing disputes and, more specifically, the ongoing disputes we have.

Transfer pricing is a complex area of tax law, and it is difficult to predict the outcome of cases like ours. However, tax authorities generally test two things:

•

the governance (structure) of the corporate entities involved in the transactions

•

the price at which goods and services are sold by one member of a corporate group to another

We have a global customer base and we established a marketing and trading structure involving foreign subsidiaries, including Cameco Europe Limited (CEL), which entered into various intercompany arrangements, including purchase and sale agreements, as well as uranium purchase and sale agreements with third parties. Cameco and its subsidiaries made reasonable efforts to put arm’s length transfer pricing arrangements in place, and these arrangements expose the parties to the risks and rewards accruing to them under these contracts. The intercompany contract prices are generally comparable to those established in comparable contracts between arm’s-length parties entered into at that time.

For the years 2003 to 2009, CRA has shifted CEL’s income (as re-calculated by CRA) back to Canada and applied statutory tax rates, interest and instalment penalties, and, from 2007 to 2009, transfer pricing penalties. The IRS also allocated a portion of CEL’s income for 2009 to the US, resulting in such income being taxed in multiple jurisdictions. Taxes of approximately $290 million for the 2003 – 2014 years have already been paid in a jurisdiction outside Canada and the US. Bilateral international tax treaties contain provisions that generally seek to prevent taxation of the same income in both countries. As such, in connection with these disputes, we are considering our options including remedies under international tax treaties that would limit double taxation; however, it is unclear whether we will be successful in eliminating all potential double taxation. The expected income adjustments under our tax disputes are represented by the amounts claimed by CRA and IRS and are described below.

CRA dispute

Since 2008, CRA has disputed our corporate structure and the related transfer pricing methodology we used for certain intercompany uranium sale and purchase agreements, and issued notices of reassessment for our 2003 through 2009 tax returns. We have recorded a cumulative tax provision of $87 million, where an argument could be made that our transfer price may have fallen outside of an appropriate range of pricing in uranium contracts for the period from 2003 through March 31, 2015. We are confident that we will be successful in our case and continue to believe the ultimate resolution of this matter will not be material to our financial position, results of operations and cash flows in the year(s) of resolution.

For the years 2003 through 2009, CRA issued notices of reassessment for approximately $2.8 billion of additional income for Canadian tax purposes, which would result in a related tax expense of about $820 million. CRA has also issued notices of reassessment for transfer pricing penalties for the years 2007 through 2009 in the amount of $229 million. The Canadian income tax rules include provisions that require larger companies like us to remit 50% of the cash tax plus related interest and penalties at the time of reassessment. To date, under these provisions, after applying elective deductions and tax loss carryovers, we have paid a net amount of $248 million cash to the Government of Canada, which includes the amounts shown in the table below. As an alternative to paying cash, we are exploring the possibility of providing security in the form of letters of credit to satisfy our requirements under these provisions.


YEAR PAID ($ MILLIONS)	CASH TAXES			INTEREST AND INSTALMENT PENALTIES		TRANSFER PRICING PENALTIES		TOTAL
Prior to 2013		—			13		—		13
2013		1			9		36		46
2014		106			47		—		153
2015		(44	)		1		79		36
Total		63			70		115		248

12 CAMECO CORPORATION

Using the methodology we believe CRA will continue to apply, and including the $2.8 billion already reassessed, we expect to receive notices of reassessment for a total of approximately $6.6 billion of additional income taxable in Canada for the years 2003 through 2014, which would result in a related tax expense of approximately $1.9 billion. As well, CRA may continue to apply transfer pricing penalties to taxation years subsequent to 2009. As a result, we estimate that cash taxes and transfer pricing penalties for these years would be between $1.45 billion and $1.5 billion. In addition, we estimate there would be interest and instalment penalties applied that would be material to us. While in dispute, we would be responsible for remitting or otherwise providing security for 50% of the cash taxes and transfer pricing penalties (between $725 million and $750 million), plus related interest and instalment penalties assessed, which would be material to us.

Under the Canadian federal and provincial tax rules, the amount required to be paid or secured each year will depend on the amount of income reassessed in that year and the availability of elective deductions and tax loss carryovers. The estimated amounts summarized in the table below reflect actual amounts paid and estimated future amounts owing based on the actual and expected reassessments for the years 2003 through 2014. We will update this table annually to include the estimated impact of reassessments expected for completed years subsequent to 2014.


$ MILLIONS	2003 - 2014		2015		2016 - 2017		2018 - 2023		TOTAL
50% of cash taxes and transfer pricing penalties paid or owing in the period¹		143		165 - 190		320 - 345		80 - 105		725 - 750

¹	These amounts do not include interest and instalment penalties, which totalled approximately $70 million to March 31, 2015.

In light of our view of the likely outcome of the case as described above, we expect to recover the amounts remitted to the Government of Canada, including the $248 million already paid to date.

Due to the time it is taking to work through the pre-trial process, we now expect our appeal of the 2003 reassessment to be heard in the Tax Court of Canada in 2016. If this timing is adhered to, we expect to have a Tax Court decision within six to 18 months after the trial is complete.

IRS dispute

As noted above, we received a RAR from the IRS pertaining to the 2009 tax year for certain of our US subsidiaries. The RAR lists the adjustments proposed by the IRS and calculates the tax and any penalties owing based on the proposed adjustments.

The current position of the IRS is that a portion of the non-US income reported under our corporate structure and taxed in non-US jurisdictions should be recognized and taxed in the US on the basis that:

•

the prices received by our US mining subsidiaries for the sale of uranium to CEL are too low

•

the compensation being earned by Cameco Inc., one of our US subsidiaries, is inadequate

The proposed adjustments result in an increase in taxable income in the US of approximately $108 million (US) and a corresponding increased income tax expense of approximately $32 million (US) for the 2009 taxation year, with interest being charged thereon. In addition, the IRS proposed penalties of approximately $7 million (US) in respect of the adjustment.

At present, the RAR pertains only tor the 2009 tax year: however, the IRS is also auditing our tax returns for 2010 through 2012 on a similar basis and we expect adjustments in these years to be similar to those made for 2009. If the IRS audits years subsequent to 2012 on a similar basis, we expect these proposed adjustments would also be similar to those made for 2009.

We believe that the conclusions of the IRS in the RAR are incorrect and we are contesting them in an administrative appeal, during which we are not required to make any cash payments. At present, this matter is still at an early stage and, until this matter progresses further, we cannot provide an estimation of the likely timeline for a resolution of the dispute.

2015 FIRST QUARTER REPORT 13

We believe that the ultimate resolution of this matter will not be material to our financial position, results of operations and cash flows in the year(s) of resolution.

Caution about forward-looking information relating to our CRA and IRS tax disputes

This discussion of our expectations relating to our tax disputes with CRA and IRS and future tax reassessments by CRA and IRS is forward-looking information that is based upon the assumptions and subject to the material risks discussed under the heading Caution about forward-looking information beginning on page 2 and also on the more specific assumptions and risks listed below. Actual outcomes may vary significantly.

Assumptions

•

CRA will reassess us for the years 2010 through 2014 using a similar methodology as for the years 2003 through 2009, and the reassessments will be issued on the basis we expect

•

we will be able to apply elective deductions and tax loss carryovers to the extent anticipated

•

CRA will seek to impose transfer pricing penalties (in a manner consistent with penalties charged in the years 2007 through 2009) in addition to interest charges and instalment penalties

•

we will be substantially successful in our dispute with CRA and the cumulative tax provision of $87 million to date will be adequate to satisfy any tax liability resulting from the outcome of the dispute to date

•

IRS will continue to propose adjustments for the years 2010 through 2012 and may propose adjustments for later years

•

we will be substantially successful in our dispute with IRS

Material risks that could cause actual results to differ materially

•

CRA reassesses us for years 2010 through 2014 using a different methodology than for years 2003 through 2009, or we are unable to utilize elective deductions and loss carryovers to the same extent as anticipated, resulting in the required cash payments to CRA pending the outcome of the dispute being higher than expected

•

the time lag for the reassessments for each year is different than we currently expect

•

we are unsuccessful and the outcomes of our dispute with CRA and/or IRS result in significantly higher cash taxes, interest charges and penalties than the amount of our cumulative tax provision, which could have a material adverse effect on our liquidity, financial position, results of operations and cash flows

•

cash tax payable increases due to unanticipated adjustments by CRA or IRS not related to transfer pricing

•

IRS proposes adjustments for years 2010 through 2014 using a different methodology than for 2009

•

we are unable to effectively eliminate all double taxation

FOREIGN EXCHANGE

At March 31, 2015:

•

The value of the US dollar relative to the Canadian dollar was $1.00 (US) for $1.27 (Cdn), up from $1.00 (US) for $1.16 (Cdn) at December 31, 2014. The exchange rate averaged $1.00 (US) for $1.24 (Cdn) over the quarter.

•

We had foreign currency forward contracts of $1.5 billion (US) and foreign currency options of $60 million (US) at March 31, 2015. The US currency forward contracts had an average exchange rate of $1.00 (US) for $1.15 (Cdn) and US currency option contracts had an average exchange rate range of $1.00 (US) for $1.25 to $1.31 (Cdn).

•

The mark-to-market loss on all foreign exchange contracts was $184 million compared to a $67 million loss at December 31, 2014.

14 CAMECO CORPORATION

Outlook for 2015

Our strategy is to profitably produce at a pace aligned with market signals, while maintaining the ability to respond to conditions as they evolve.

See 2015 Financial results by segment on page 18 for details.

2015 FINANCIAL OUTLOOK


	CONSOLIDATED	URANIUM	FUEL SERVICES	NUKEM
Production	—	25.3 to 26.3 million lbs	9 to 10 million kgU	—
Sales volume¹	—	31 to 33 million lbs	Decrease 5% to 10%	7 to 8 million lbs U₃O₈
Revenue compared to 2014²	Increase up to 5%	Increase up to 5%³	Increase up to 5%	Increase 5% to 10%
Average unit cost of sales (including D&A)	—	Increase 5% to 10%⁴	Increase 5% to 10%	Increase up to 5%
Direct administration costs compared to 2014⁵	Increase up to 5%	—	—	Decrease up to 5%
Exploration costs compared to 2014	—	Decrease 5% to 10%	—	—
Tax rate	Recovery of 45% to 50%	—	—	Expense of 30% to 35%
Capital expenditures	$405 million	—	—	—

¹	Our 2015 outlook for sales volume in our uranium and NUKEM segments does not include sales between our uranium, fuel services and NUKEM segments.

²	For comparison of our 2015 outlook and 2014 results for revenue in our uranium and NUKEM segments, we do not include sales between our uranium, fuel services and NUKEM segments.

³	Based on a uranium spot price of $38.25 (US) per pound (the Ux spot price as of April 27, 2015), a long-term price indicator of $49.00 (US) per pound (the Ux long-term indicator on April 27, 2015) and an exchange rate of $1.00 (US) for $1.20 (Cdn).

⁴	This increase is based on the unit cost of sale for produced material and committed long-term purchases. If we make discretionary purchases in 2015, then we expect the overall unit cost of sales to increase further.

⁵	Direct administration costs do not include stock-based compensation expenses. See page 11 for more information.

Our outlook for uranium revenue and for fuel services revenue has changed to an increase of up to 5% for each (previously decreases of 5% to 10%, and up to 5% respectively) due to further weakening of the Canadian dollar. As a result consolidated revenue is also now expected to increase by up to 5% (previously a decrease of up to 5%).

We have adjusted our outlook for the tax rate to a recovery of 45% to 50% (previously a recovery of 60% to 65%) due to a change in the distribution of earnings between jurisdictions.

We now expect capital expenditures to be $405 million (previously $370 million). The increase is primarily due to an increase in the cost to modify AREVA’s McClean Lake mill to allow it to operate at 18 million pounds annually, as well as the timing of expenditures on projects at McArthur River and Key Lake. See Uranium 2015 Q1 Updates on page 21 for more information.

2015 FIRST QUARTER REPORT 15

REVENUE AND EARNINGS SENSITIVITY ANALYSIS

For the rest of 2015:

•

PRICE SENSITIVITY ANALYSIS: URANIUM SEGMENT

The following table and graph are not forecasts of prices we expect to receive. The prices we actually realize will be different from the prices shown in the table and graph. They are designed to indicate how the portfolio of long-term contracts we had in place on March 31, 2015, as well as Cameco Inc.’s recently signed contract with India’s DAE, would respond to different spot prices. In other words, we would realize these prices only if the contract portfolio remained the same as it was on March 31, 2015 (with the addition of the India contract), and none of the assumptions we list below change.

We intend to update this table and graph each quarter in our MD&A to reflect deliveries made and changes to our contract portfolio. As a result, we expect the table and graph to change from quarter to quarter.

Expected realized uranium price sensitivity under various spot price assumptions

(rounded to the nearest $1.00)


SPOT PRICES ($US/lb U3O8)	$20		$40		$60		$80		$100		$120		$140
2015		42		46		53		60		67		74		81
2016		40		46		57		68		79		89		98
2017		40		46		57		68		78		88		95
2018		41		47		58		69		79		89		96
2019		41		48		59		69		79		86		93

LOGO

The table and graph illustrate the mix of long-term contracts in our March 31, 2015 portfolio, and are consistent with our marketing strategy. Both have been updated to reflect deliveries made and contracts entered into up to March 31, 2015 (with the addition of the India contract).

Our portfolio includes a mix of fixed-price and market-related contracts, which we target at a 40:60 ratio. Those that are fixed at lower prices or have low ceiling prices will yield prices that are lower than current market prices.

Our portfolio is affected by more than just the spot price. We made the following assumptions (which are not forecasts) to create the table:

16 CAMECO CORPORATION

Sales

•

sales volumes on average of 29 million pounds per year, with commitment levels in 2015 through 2018 higher than in 2019

•

excludes sales between our uranium, fuel services and NUKEM segments

Deliveries

•

deliveries include best estimates of requirements contracts and contracts with volume flex provisions

•

we defer a portion of deliveries under existing contracts for 2015

Annual inflation

•

is 2% in the US

Prices

•

the average long-term price indicator is the same as the average spot price for the entire year (a simplified approach for this purpose only). Since 1996, the long-term price indicator has averaged 19% higher than the spot price. This differential has varied significantly. Assuming the long-term price is at a premium to spot, the prices in the table and graph will be higher.

Liquidity and capital resources

Our financial objective is to make sure we have the cash and debt capacity to fund our operating activities, investments and growth.

We have large, creditworthy customers that continue to need uranium even during weak economic conditions, and we expect the uranium contract portfolio we have built to provide a solid revenue stream for years to come.

We expect to continue investing in maintaining and prudently expanding our production capacity over the next several years. We have a number of alternatives to fund future capital requirements, including using our current cash balances, drawing on our existing credit facilities, entering new credit facilities, using our operating cash flow, and raising additional capital through debt or equity financings. We are always considering our financing options so we can take advantage of favourable market conditions when they arise. However, we expect our cash balances and operating cash flows will meet our anticipated 2015 capital requirements without the need for significant additional funding.

We have an ongoing dispute with CRA regarding our offshore marketing company structure and related transfer pricing arrangements. See page 12 for more information. Until this dispute is settled, we expect to make cash payments to CRA for 50% of the cash taxes payable and the related interest and instalment penalties. We have provided an estimate of the amount and timing of the expected cash taxes payable in the table on page 13. As an alternative to paying cash, we are exploring the possibility of providing security in the form of letters of credit to satisfy our requirements under the tax provisions.

CASH FROM OPERATIONS

Cash from continuing operations was $127 million higher this quarter than in the first quarter of 2014, due largely to a decrease in income taxes paid and a decrease in working capital requirements. Working capital required $70 million less in 2015, largely as a result of an increase in accounts payable during the quarter. Not including working capital requirements, our operating cash flows this quarter were higher by $56 million.

FINANCING ACTIVITIES

We use debt to provide additional liquidity. We have sufficient borrowing capacity with unsecured lines of credit totalling about $2.5 billion at March 31, 2015, up $0.1 billion from December 31, 2014. At March 31, 2015, we had approximately $1,067 million outstanding in letters of credit.

Long-term contractual obligations and off-balance sheet arrangements

We had two kinds of off-balance sheet arrangements at March 31, 2015:

•

purchase commitments

•

financial assurances

There have been no material changes to our long-term contractual obligations or purchase commitments since December 31, 2014. Please see our annual MD&A for more information.

2015 FIRST QUARTER REPORT 17

Debt covenants

We are bound by certain covenants in our unsecured revolving credit facility. The financially related covenants place restrictions on total debt, including guarantees. As at March 31, 2015, we met these financial covenants and do not expect our operating and investment activities for the remainder of 2015 to be constrained by them.

FINANCIAL ASSURANCES

At March 31, 2015 our financial assurances totaled $1,067 million compared to $942 million at December 31, 2014. The increase is mainly due to increased requirements for decommissioning letters of credit for Key Lake, as well as exchange rate fluctuations.

BALANCE SHEET


($ MILLIONS)	MAR 31, 2015		DEC 31, 2014		CHANGE
Cash, short-term investments and bank overdraft		558		567		(2	)%
Total debt		1,491		1,491		—
Inventory		1,041		902		15	%

Total cash and short-term investments at March 31, 2015 were $558 million, or 2% lower than at December 31, 2014. Net debt at March 31, 2015 was $933 million.

Total debt remained unchanged from December 31, 2014. See notes 15 and 16 of our audited annual financial statements for more detail.

Total product inventories increased to $1,041 million, including NUKEM’s inventories ($271 million). Uranium inventories increased as sales were lower than production and purchases in the first three months of the year.

Fuel services inventories increased as sales were also lower than production and purchases.

Financial results by segment

Uranium


	THREE MONTHS ENDED MARCH 31
HIGHLIGHTS	2015		2014		CHANGE
Production volume (million lbs)		5.1		5.7		(11	)%

Sales volume (million lbs)¹		7.0		6.9		1	%

Average spot price ($US/lb)		38.36		34.94		10	%
Average long-term price ($US/lb)		49.50		48.67		2	%
Average realized price
($US/lb)		43.42		46.60		(7	)%
($Cdn/lb)		52.74		50.58		4	%

Average unit cost of sales ($Cdn/lb) (including D&A)		36.47		33.30		10	%

Revenue ($ millions)¹		368		348		6	%

Gross profit ($ millions)		113		119		(5	)%

Gross profit (%)		31		34		(9	)%

¹	Includes sales and revenue between our uranium and NUKEM segments (15,000 pounds in sales and revenue of $0.5 million in Q1 2015, nil in Q1 2014).

FIRST QUARTER

Production volumes this quarter were 11% lower compared to the first quarter of 2014, mainly due to lower production at McArthur River/Key Lake and our ISR operations, partially offset by higher production at Rabbit Lake and production from Cigar Lake. See Uranium 2015 Q1 updates starting on page 21 for more information.

18 CAMECO CORPORATION

Uranium revenues were up 6% due to a 1% increase in sales volumes and a 4% increase in the Canadian dollar average realized price.

Total cost of sales (including D&A) increased by 11% ($254 million compared to $229 million in 2014). This was mainly the result of a 1% increase in sales volumes and a 13% increase in cash cost of sales. In the first quarter of 2015, total cash cost of sales were $204 million compared to $181 million in the first quarter of 2014 due to a higher volume of material purchases, and increased unit production costs due to lower overall production.

The net effect was a $6 million decrease in gross profit for the quarter.


	THREE MONTHS ENDED MARCH 31
($CDN/LB)	2015		2014		CHANGE
Produced
Cash cost		28.05		20.82		35	%
Non-cash cost		12.50		10.55		18	%

Total production cost		40.55		31.37		29	%

Quantity produced (million lbs)		5.1		5.7		(11	)%

Purchased
Cash cost		47.95		42.18		14	%

Quantity purchased (million lbs)		2.7		1.3		108	%

Totals
Produced and purchased costs		43.11		33.38		29	%

Quantities produced and purchased (million lbs)		7.8		7.0		11	%

To facilitate a better understanding of these measures, the following table presents a reconciliation of these measures to our unit cost of sales for the first quarters of 2015 and 2014.

2015 FIRST QUARTER REPORT 19

Cash and total cost per pound reconciliation


	THREE MONTHS ENDED MARCH 31
($ MILLIONS)	2015			2014
Cost of product sold		204.2			180.9
Add / (subtract)
Royalties		(13.8	)		(14.2	)
Standby charges		—			(9.3	)
Other selling costs		(1.6	)		(2.4	)
Change in inventories		82.5			18.5

Cash operating costs (a)		271.3			173.5
Add / (subtract)
Depreciation and amortization		50.1			48.3
Change in inventories		14.9			11.9

Total operating costs (b)		336.3			233.7

Uranium produced & purchased (million lbs) (c)		7.8			7.0

Cash costs per pound (a ÷ c)		34.78			24.79
Total costs per pound (b ÷ c)		43.11			33.38

Fuel services

(includes results for UF₆, UO₂and fuel fabrication)


	THREE MONTHS ENDED MARCH 31
HIGHLIGHTS	2015		2014		CHANGE
Production volume (million kgU)		2.6		4.0		(35	)%
Sales volume (million kgU)		3.0		1.8		67	%
Average realized price ($Cdn/kgU)		22.11		22.41		(1	)%
Average unit cost of sales ($Cdn/kgU) (including D&A)		19.57		21.36		(8	)%
Revenue ($ millions)		66		40		65	%
Gross profit ($ millions)		8		2		300	%
Gross profit (%)		12		5		140	%

FIRST QUARTER

Total revenue increased by 65% due to a 67% increase in sales volumes.

The net effect was a $6 million increase in gross profit.

NUKEM


	THREE MONTHS ENDED MARCH 31
HIGHLIGHTS	2015		2014			CHANGE
Uranium sales (million lbs)¹		2.5		0.7			257	%
Average realized price ($Cdn/lb)		38.14		39.81			(4	)%
Cost of product sold (including D&A)		86		35			146	%
Revenue ($ millions)¹		97		32			203	%
Gross profit (loss) ($ millions)		11		(3	)		467	%
Gross profit (%)		11		(9	)		222	%

¹	Includes sales and revenue between our uranium, fuel services and NUKEM segments (0.5 million pounds in sales and revenue of $2.5 million in Q1 2015, nil in Q1 2014).

FIRST QUARTER

20 CAMECO CORPORATION

Our operations

Uranium – production overview

Production in our uranium segment this quarter was 11% lower than the first quarter of 2014, although we remain on target and our 2015 outlook is unchanged. See below for more information.

URANIUM PRODUCTION


	THREE MONTHS ENDED MARCH 31
OUR SHARE (MILLION LBS)	2015		2014		CHANGE			2015 PLAN
McArthur River/Key Lake		2.7		3.8		(29	)%		13.7
Cigar Lake¹		0.3		—		—			3.0 – 4.0
Inkai		0.6		0.7		(14	)%		3.0
Rabbit Lake		0.9		0.5		80	%		3.9
Smith Ranch-Highland		0.5		0.5		—			1.4
Crow Butte		0.1		0.2		(50	)%		0.3
Total		5.1		5.7		(11	)%		25.3 – 26.3

¹	Not commercial production – see Cigar Lake update below.

Uranium 2015 Q1 updates

MCARTHUR RIVER/KEY LAKE

Production update

Operations update

Licensing and production capacity update

2015 FIRST QUARTER REPORT 21

CIGAR LAKE

Production update

Commercial production

Rampup schedule

Mill update

Caution about forward-looking information relating to Cigar Lake

This discussion of our expectations for Cigar Lake, including our plan for 6 million to 8 million packaged pounds (100%) in 2015, is forward-looking information that is based upon the assumptions and subject to the material risks discussed under the heading Caution about forward-looking information beginning on page 2.

INKAI

Production update

22 CAMECO CORPORATION

Block 3

RABBIT LAKE

Production update

Production for the quarter was 80% higher than the same period last year, mainly due to better ore grades and the timing of production stopes. We typically experience large variations in mill production from quarter to quarter, and we remain on track to achieve our annual production target.

SMITH RANCH-HIGHLAND AND CROW BUTTE

Production update

At our US operations, as expected, total production for the quarter was 14% lower than the first quarter of 2014 due to a declining head grade at Crow Butte, where there are no new wellfields being developed under the current mine plan.

Fuel services 2015 Q1 updates

PORT HOPE CONVERSION SERVICES

CAMECO FUEL MANUFACTURING INC. (CFM)

Production update

Labour Relations

The current collective bargaining agreement for our unionized employees at CFM expires on June 1, 2015. We began preparing for the collective bargaining process during the first quarter.

Qualified persons

The technical and scientific information discussed in this MD&A for our material properties (McArthur River/Key Lake, Inkai and Cigar Lake) was approved by the following individuals who are qualified persons for the purposes of NI 43-101:

MCARTHUR RIVER/KEY LAKE

•

David Bronkhorst, vice-president, mining and technology, Cameco

CIGAR LAKE

•

Les Yesnik, general manager, Cigar Lake, Cameco

INKAI

•

Darryl Clark, general director, JV Inkai

Additional information

Critical accounting estimates

Due to the nature of our business, we are required to make estimates that affect the amount of assets and liabilities, revenues and expenses, commitments and contingencies we report. We base our estimates on our experience, our best judgment, guidelines established by the Canadian Institute of Mining, Metallurgy and Petroleum and on assumptions we believe are reasonable.

2015 FIRST QUARTER REPORT 23

Controls and procedures

As of March 31, 2015, we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer (CEO) and chief financial officer (CFO), of the effectiveness of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon that evaluation and as of March 31, 2015, the CEO and CFO concluded that:

•

the disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under applicable securities laws is recorded, processed, summarized and reported as and when required

•

such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

New standards and interpretations

The following new standards and amendments to existing standards are not yet effective for the period ended March 31, 2015, and have not been applied in preparing the interim financial statements. The following standards and amendments to existing standards have been published and are mandatory for our accounting periods beginning on or after January 1, 2016, unless otherwise noted. We do not intend to early adopt any of the following amendments to existing standards, and we do not expect the amendments to have a material impact on our financial statements.

IAS16, Property, Plant and Equipment (IAS 16) and IAS 38, Intangible Assets (IAS 38) – In May 2014, the IASB issued amendments to IAS16 and IAS 38. The amendments are to be applied prospectively. The amendments clarify the factors to be considered in assessing the technical or commercial obsolescence and the resulting depreciation period of an asset and state that a depreciation method based on revenue, is not appropriate.

IFRS 11, Joint Arrangements (IFRS 11) – In May 2014, the IASB issued amendments to IFRS 11. The amendments in IFRS 11 are to be applied prospectively. The amendments clarify the accounting for the acquisition of interests in joint operations and require the acquirer to apply the principles of business combinations accounting in IFRS 3 Business Combinations.

IFRS 10, Consolidated Financial Statements (IFRS 10) and IAS 28, Investments in Associate and Joint Ventures (IAS 28) – In September 2014, the IASB issued amendments to IFRS 10 and IAS 28. The amendments provide clarification on the recognition of gains or losses upon the sale or contribution of assets between an investor and its associate or joint venture.

IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations (IFRS 5) – In September 2014, the IASB issued amendments to IFRS 5. The amendments are to be applied prospectively, with earlier application permitted. Assets are generally disposed of either through sale or through distribution to owners. The amendments clarify the application of IFRS 5 when changing from one of these disposal methods to the other.

IFRS 7, Financial Instruments: Disclosures (IFRS 7) – In September 2014, the IASB issued amendments to IFRS 7. The amendments in IFRS 7 are to be applied retrospectively, with earlier application permitted. The amendments clarify the disclosure required for any continuing involvement in a transferred asset that has been derecognized. The amendments also provide guidance on disclosures regarding the offsetting of financial assets and financial liabilities in interim financial reports.

IAS 34 Interim Financial Reporting (IAS 34) – In September 2014, the IASB issued amendments to IAS 34. The amendments are to be applied retrospectively, with earlier application permitted. The amendments provide additional guidance on interim disclosures and whether they are provided in the interim financial statements or incorporated by cross-reference between the interim financial statements and other financial disclosures.

24 CAMECO CORPORATION

IFRS 15, Revenue from Contracts with Customers (IFRS 15) – In May 2014, the IASB issued IFRS 15. IFRS 15 is effective for periods beginning on or after January 1, 2017 and is to be applied retrospectively. IFRS 15 clarifies the principles for recognizing revenue from contracts with customers. The extent of the impact of adoption of IFRS 15 has not yet been determined.

IFRS 9, Financial Instruments (IFRS 9) – In July, 2014, the International Accounting Standards Board (IASB) issued IFRS 9. IFRS 9 replaces the current multiple classification and measurement models for financial assets and liabilities with a single model that has only two classification categories: amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset or liability. It also introduces additional changes relating to financial liabilities and aligns hedge accounting more closely with risk management.

IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption of the new standard permitted. We do not intend to early adopt IFRS 9. The extent of the impact of adoption of IFRS 9 has not yet been determined.

2015 FIRST QUARTER REPORT 25

Exhibit 99.3

LOGO

Cameco Corporation

2015 condensed consolidated interim financial statements

(unaudited)

April 28, 2015

Cameco Corporation

Consolidated statements of earnings


(Unaudited)	Note		Three months ended
($Cdn thousands, except per share amounts)	Note		Mar 31/15			Mar 31/14
Revenue from products and services			$	565,767		$	419,229
Cost of products and services sold				376,371			245,296
Depreciation and amortization				60,234			66,333

Cost of sales				436,605			311,629

Gross profit				129,162			107,600
Administration				42,231			45,213
Impairment charge		6		5,688			—
Exploration				11,777			14,420
Research and development				1,827			1,272
Gain on sale of assets				(18	)		(1,110	)

Earnings from operations				67,657			47,805
Finance costs		10		(25,232	)		(23,467	)
Loss on derivatives		16		(142,382	)		(58,888	)
Finance income				2,202			1,145
Share of earnings (loss) from equity-accounted investees				17			(10,034	)
Other income		11		42,511			1,628

Loss before income taxes				(55,227	)		(41,811	)
Income tax recovery		12		(45,387	)		(45,376	)

Net earnings (loss) from continuing operations				(9,840	)		3,565
Net earnings from discontinued operation		4		—			127,243

Net earnings (loss)			$	(9,840	)	$	130,808

Net earnings (loss) attributable to:
Equity holders			$	(8,903	)	$	131,337
Non-controlling interest				(937	)		(529	)

Net earnings (loss)			$	(9,840	)	$	130,808

Earnings (loss) per common share attributable to equity holders
Continuing operations				(0.02	)		0.01
Discontinued operation				—			0.32

Total basic earnings (loss) per share		13	$	(0.02	)	$	0.33

Continuing operations				(0.02	)		0.01
Discontinued operation				—			0.32

Total diluted earnings (loss) per share		13	$	(0.02	)	$	0.33

See accompanying notes to condensed consolidated interim financial statements.

Cameco Corporation

Consolidated statements of comprehensive income


(Unaudited)			Three months ended
($Cdn thousands)	Note		Mar 31/15			Mar 31/14
Net earnings (loss)			$	(9,840	)	$	130,808
Other comprehensive income (loss), net of taxes		12
Items that are or may be reclassified to net earnings:
Exchange differences on translation of foreign operations				66,040			80,536
Gains on derivatives designated as cash flow hedges transferred to net earnings—discontinued operation				—			(300	)
Unrealized gains (losses) on available-for-sale assets				44			(80	)

Other comprehensive income, net of taxes				66,084			80,156

Total comprehensive income			$	56,244		$	210,964

Comprehensive income from continuing operations			$	56,244		$	84,021
Comprehensive income from discontinued operation		4		—			126,943

Total comprehensive income			$	56,244		$	210,964

Other comprehensive income (loss) attributable to:
Equity holders			$	66,123		$	80,113
Non-controlling interest				(39	)		43

Other comprehensive income for the period			$	66,084		$	80,156

Total comprehensive income (loss) attributable to:
Equity holders			$	57,220		$	211,450
Non-controlling interest				(976	)		(486	)

Total comprehensive income for the period			$	56,244		$	210,964

See accompanying notes to condensed consolidated interim financial statements.

Cameco Corporation

Consolidated statements of financial position


(Unaudited)			As at
($Cdn thousands)	Note		Mar 31/15			Dec 31/14
Assets
Current assets
Cash and cash equivalents			$	557,886		$	566,583
Accounts receivable				345,116			455,002
Current tax assets				5,572			3,096
Inventories		5		1,040,764			902,278
Supplies and prepaid expenses				143,068			130,406
Current portion of long-term receivables, investments and other		6		15,067			10,341

Total current assets				2,107,473			2,067,706

Property, plant and equipment				5,423,275			5,291,021
Goodwill and intangible assets				211,965			201,102
Long-term receivables, investments and other		6		465,787			423,280
Investment in equity-accounted investee				3,247			3,230
Deferred tax assets				541,984			486,328

Total non-current assets				6,646,258			6,404,961

Total assets			$	8,753,731		$	8,472,667

Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities			$	414,922		$	316,258
Current tax liabilities				11,524			51,719
Dividends payable				39,579			39,579
Current portion of other liabilities		7		184,560			87,883
Current portion of provisions		8		21,528			20,375

Total current liabilities				672,113			515,814

Long-term debt				1,491,450			1,491,198
Other liabilities		7		208,657			172,034
Provisions		8		898,830			825,935
Deferred tax liabilities				21,788			23,882

Total non-current liabilities				2,620,725			2,513,049

Shareholders’ equity
Share capital				1,862,646			1,862,646
Contributed surplus				197,236			196,815
Retained earnings				3,284,620			3,333,099
Other components of equity				117,207			51,084

Total shareholders’ equity attributable to equity holders				5,461,709			5,443,644
Non-controlling interest				(816	)		160

Total shareholders’ equity				5,460,893			5,443,804

Total liabilities and shareholders’ equity			$	8,753,731		$	8,472,667

Commitments and contingencies [notes 8, 12]

See accompanying notes to condensed consolidated interim financial statements.

Cameco Corporation

Consolidated statements of changes in equity


	Attributable to equity holders
($Cdn thousands)	Share capital		Contributed surplus			Retained earnings			Foreign currency translation			Cash flow hedges			Available- for- sale assets			Total			Non- controlling interest			Total equity
Balance at January 1, 2015	$	1,862,646	$	196,815		$	3,333,099		$	51,667		$	—		$	(583	)	$	5,443,644		$	160		$	5,443,804
Net loss		—		—			(8,903	)		—			—			—			(8,903	)		(937	)		(9,840	)
Other comprehensive income (loss)		—		—			—			66,079			—			44			66,123			(39	)		66,084

Total comprehensive income for the period		—		—			(8,903	)		66,079			—			44			57,220			(976	)		56,244

Share-based compensation		—		4,974			—			—			—			—			4,974			—			4,974
Share options exercised		—		(4,553	)		—			—			—			—			(4,553	)		—			(4,553	)
Dividends		—		—			(39,576	)		—			—			—			(39,576	)		—			(39,576	)

Balance at March 31, 2015	$	1,862,646	$	197,236		$	3,284,620		$	117,746		$	—		$	(539	)	$	5,461,709		$	(816	)	$	5,460,893

Balance at January 1, 2014	$	1,854,671	$	186,382		$	3,314,049		$	(7,165	)	$	300		$	28		$	5,348,265		$	1,129		$	5,349,394
Net earnings (loss)		—		—			131,337			—			—			—			131,337			(529	)		130,808
Other comprehensive income (loss)		—		—			—			80,493			(300	)		(80	)		80,113			43			80,156

Total comprehensive income for the period		—		—			131,337			80,493			(300	)		(80	)		211,450			(486	)		210,964

Share-based compensation		—		4,878			—			—			—			—			4,878			—			4,878
Share options exercised		6,916		(3,672	)		—			—			—			—			3,244			—			3,244
Dividends		—		—			(39,496	)		—			—			—			(39,496	)		—			(39,496	)

Balance at March 31, 2014	$	1,861,587	$	187,588		$	3,405,890		$	73,328		$	0		$	(52	)	$	5,528,341		$	643		$	5,528,984

See accompanying notes to condensed consolidated interim financial statements.

Cameco Corporation

Consolidated statements of cash flows


(Unaudited)			Three months ended
($Cdn thousands)	Note		Mar 31/15			Mar 31/14
Operating activities
Net earnings (loss)			$	(9,840	)	$	130,808
Adjustments for:
Depreciation and amortization				60,234			66,333
Deferred charges				1,390			(3,059	)
Unrealized loss on derivatives				108,810			30,799
Share-based compensation		15		4,974			4,878
Gain on disposal of assets				(18	)		(1,110	)
Finance costs		10		25,232			23,467
Finance income				(2,202	)		(1,145	)
Share of loss (earnings) from equity-accounted investees				(17	)		10,034
Impairment charge		6		5,688			—
Other income		11		(42,211	)		(19,932	)
Discontinued operation		4		—			(127,243	)
Income tax recovery		12		(45,387	)		(45,376	)
Interest received				1,891			746
Income taxes paid				(92,145	)		(109,218	)
Other operating items		14		117,157			47,006

Net cash provided by operations				133,556			6,988

Investing activities
Additions to property, plant and equipment				(97,602	)		(111,909	)
Increase in short-term investments				—			(109,416	)
Decrease in long-term receivables, investments and other				3,990			1,527
Proceeds from sale of property, plant and equipment				82			(22	)

Net cash used in investing (continuing operations)				(93,530	)		(219,820	)
Net cash provided by investing (discontinued operation)		4		—			447,096

Net cash provided by (used in) investing				(93,530	)		227,276

Financing activities
Decrease in debt				—			(10,744	)
Interest paid				(14,177	)		(21,269	)
Proceeds from issuance of shares, stock option plan				—			5,392
Dividends paid				(39,576	)		(39,504	)

Net cash used in financing				(53,753	)		(66,125	)

Increase (decrease) in cash and cash equivalents net of bank overdraft, during the year				(13,727	)		168,139
Exchange rate changes on foreign currency cash balances				5,030			1,274
Cash and cash equivalents, net of bank overdraft, beginning of year				566,583			187,909

Cash and cash equivalents, net of bank overdraft, end of year			$	557,886		$	357,322

Cash and cash equivalents is comprised of:
Cash			$	76,129		$	63,176
Cash equivalents				481,757			314,927

Cash and cash equivalents			$	557,886		$	378,103
Bank overdraft				—			(20,781	)

Cash and cash equivalents and bank overdraft			$	557,886		$	357,322

See accompanying notes to condensed consolidated interim financial statements.

Cameco Corporation

Notes to condensed consolidated interim financial statements

(Unaudited)

(Cdn$ thousands, except per share amounts and as noted)

1. Cameco Corporation

Cameco Corporation is incorporated under the Canada Business Corporations Act. The address of its registered office is 2121 11th Street West, Saskatoon, Saskatchewan, S7M 1J3. The condensed consolidated interim financial statements as at and for the period ended March 31, 2015 comprise Cameco Corporation and its subsidiaries (collectively, the Company or Cameco) and the Company’s interests in associates and joint arrangements. The Company is primarily engaged in the exploration for and the development, mining, refining, conversion, fabrication and trading of uranium for sale as fuel for generating electricity in nuclear power reactors in Canada and other countries.

2. Significant accounting policies

A. Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with Cameco’s annual consolidated financial statements as at and for the year ended December 31, 2014.

These condensed consolidated interim financial statements were authorized for issuance by the Company’s board of directors on April 28, 2015.

B. Basis of presentation

These condensed consolidated interim financial statements are presented in Canadian dollars, which is the Company’s functional currency. All financial information is presented in Canadian dollars, unless otherwise noted. Amounts presented in tabular format have been rounded to the nearest thousand except per share amounts and where otherwise noted.

The condensed consolidated interim financial statements have been prepared on the historical cost basis except for the following material items which are measured on an alternative basis at each reporting date:


Derivative financial instruments at fair value through profit and loss		Fair value
Non-derivative financial instruments at fair value through profit and loss		Fairvalue
Available-for-sale financial assets		Fairvalue
Liabilities for cash-settled share-based payment arrangements		Fairvalue
Net defined benefit liability		Fair value of plan assets less the present value of the defined benefit obligation

The preparation of the condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may vary from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Company’s accounting policies and key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2014.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 5 of the December 31, 2014 consolidated financial statements.

3. Accounting standards

New standards and interpretations not yet adopted

A number of new standards and amendments to existing standards are not yet effective for the period ended March 31, 2015 and have not been applied in preparing these condensed consolidated interim financial statements. The following standards and amendments to existing standards have been published and are mandatory for Cameco’s accounting periods beginning on or after January 1, 2016, unless otherwise noted. Cameco does not intend to early adopt any of the following amendments to existing standards and does not expect the amendments to have a material impact on the financial statements, unless otherwise noted.

i. Property, plant and equipment and intangible assets

In May 2014, the IASB issued amendments to IAS 16, Property, Plant and Equipment and IAS 38, Intangible Assets. The amendments are to be applied prospectively. The amendments clarify the factors to be considered in assessing the technical or commercial obsolescence and the resulting depreciation period of an asset and state that a depreciation method based on revenue is not appropriate.

ii. Joint arrangements

In May 2014, the IASB issued amendments to IFRS 11, Joint Arrangements (IFRS 11). The amendments in IFRS 11 are to be applied prospectively. The amendments clarify the accounting for the acquisition of interests in joint operations and require the acquirer to apply the principles of business combinations accounting in IFRS 3, Business Combinations.

iii. Sale or contribution of assets

In September 2014, the IASB issued amendments to IFRS 10, Consolidated Financial Statements and IAS 28, Investments in Associates and Joint Ventures. The amendments provide clarification on the recognition of gains or losses upon the sale or contribution of assets between an investor and its associate or joint venture.

iv. Noncurrent assets held for sale and discontinued operations

In September 2014, the IASB issued amendments to IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations (IFRS 5). The amendments are to be applied prospectively, with earlier application permitted. Assets are generally disposed of either through sale or through distribution to owners. The amendments to IFRS 5 clarify the application of IFRS 5 when changing from one of these disposal methods to the other.

v. Financial instruments disclosures

In September 2014, the IASB issued amendments to IFRS 7, Financial Instruments: Disclosures (IFRS 7). The amendments in IFRS 7 are to be applied retrospectively, with earlier application permitted. The amendments to IFRS 7 clarify the disclosure required for any continuing involvement in a transferred asset that has been derecognized. The amendments also provide guidance on disclosures regarding the offsetting of financial assets and financial liabilities in interim financial reports.

vi. Interim financial reporting

In September 2014, the IASB issued amendments to IAS 34, Interim Financial Reporting (IAS 34). The amendments to IAS 34 are to be applied retrospectively, with earlier application permitted. The amendments provide additional guidance on interim disclosures and whether they are provided in the interim financial statements or incorporated by cross-reference between the interim financial statements and other financial disclosures.

vii. Revenue

In May 2014, the IASB issued IFRS 15, Revenue from Contracts with Customers (IFRS 15). IFRS 15 is effective for periods beginning on or after January 1, 2017 and is to be applied retrospectively. IFRS 15 clarifies the principles for recognizing revenue from contracts with customers. The extent of the impact of adoption of IFRS 15 has not yet been determined.

viii. Financial instruments

In July 2014, the IASB issued IFRS 9, Financial Instruments (IFRS 9). IFRS 9 replaces the current multiple classification and measurement models for financial assets and liabilities with a single model that has only two classification categories: amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset or liability. It also introduces additional changes relating to financial liabilities and aligns hedge accounting more closely with risk management.

IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption of the new standard permitted. Cameco does not intend to early adopt IFRS 9. The extent of the impact of adoption of IFRS 9 has not yet been determined.

4. Discontinued operation

On March 27, 2014, Cameco completed the sale of its 31.6% limited partnership interest in Bruce Power L.P. (BPLP) which operates the four Bruce B nuclear reactors in Ontario. The aggregate sale price for Cameco’s interest in BPLP and certain related entities was $450,000,000. The sale was accounted for effective January 1, 2014. Cameco received net proceeds of approximately $447,096,000 and realized an after tax gain of $127,243,000 on this divestiture.

As a result of the transaction, Cameco presented the results of BPLP as a discontinued operation and revised its statement of earnings, statement of comprehensive income and statement of cash flows to reflect this change in presentation. Net earnings from this discontinued operation are as follows:


	Three months ended
	Mar 31/15		Mar 31/14
Share of earnings from BPLP and related entities	$	—	$	—
Tax expense		—		—
		—		—
Gain on disposal of BPLP and related entities		—		144,912
Tax expense on disposal		—		17,669
		—		127,243
Net earnings from discontinued operation	$	—	$	127,243

5. Inventories


	Mar 31/15		Dec 31/14
Uranium
Concentrate	$	587,888	$	500,342
Broken ore		43,962		21,289

		631,850		521,631
NUKEM		271,097		251,942
Fuel services		137,817		128,705

Total	$	1,040,764	$	902,278

Cameco expensed $418,200,000 of inventory as cost of sales during the first quarter of 2015 (2014—$275,000,000). Included in cost of sales is a $2,600,000 net recovery, resulting from the reversal of previous NUKEM inventory write-downs which Cameco recorded to reflect net realizable value (2014—$6,000,000 write-down).

NUKEM enters into financing arrangements where future receivables arising from certain sales contracts are sold to financial institutions in exchange for cash. These arrangements require NUKEM to satisfy its delivery obligations under the sales contracts, which are recognized as deferred sales (note 7). In some of the arrangements, NUKEM is also required to pledge the underlying inventory as security against these performance obligations. As of March 31, 2015, NUKEM had $64,687,000 (US) (December 31, 2014—$64,687,000 (US)) of inventory pledged as security under financing arrangements.

6. Long-term receivables, investments and other


	Mar 31/15			Dec 31/14
Investments in equity securities [note 16]	$	963		$	6,601
Derivatives [note 16]		11,603			3,889
Advances receivable from JV Inkai LLP [note 18]		93,498			91,672
Investment tax credits		92,199			90,658
Amounts receivable related to tax dispute [note 12]		248,351			211,604
Other		34,240			29,197

		480,854			433,621
Less current portion		(15,067	)		(10,341	)

Net	$	465,787		$	423,280

In 2014, GoviEx Uranium (GoviEx) became listed on the Canadian Securities Exchange. With the availability of a quoted market price, Cameco determined that there was a significant decline in the fair value of its investment in GoviEx. As a result, an impairment charge of $5,688,000 was recorded during the first quarter of 2015 (2014—nil).

7. Other liabilities


	Mar 31/15			Dec 31/14
Deferred sales	$	135,775		$	123,298
Derivatives [note 16]		185,159			67,916
Accrued pension and post-retirement benefit liability		64,685			61,670
Other		7,598			7,033

		393,217			259,917
Less current portion		(184,560	)		(87,883	)

Net	$	208,657		$	172,034

Deferred sales includes $92,299,000 (US) (December 31, 2014—$92,299,000 (US)) of performance obligations relating to financing arrangements entered into by NUKEM (note 5).

8. Provisions


	Reclamation			Waste disposal			Total
Beginning of year	$	828,015		$	18,295		$	846,310
Changes in estimates and discount rates		42,880			203			43,083
Provisions used during the period		(1,715	)		(6	)		(1,721	)
Unwinding of discount		5,144			82			5,226
Impact of foreign exchange		27,460			—			27,460

End of year	$	901,784		$	18,574		$	920,358

Current	$	19,681		$	1,847		$	21,528
Non-current		882,103			16,727			898,830

	$	901,784		$	18,574		$	920,358

9. Share capital

At March 31, 2015, there were 395,792,522 common shares outstanding. Options in respect of 8,749,954 shares are outstanding under the stock option plan and are exercisable up to 2023. For the quarter ended March 31, 2015, there were no options that were exercised resulting in the issuance of shares (2014—273,635).

10. Finance costs


	Three months ended
	Mar 31/15		Mar 31/14
Interest on long-term debt	$	18,542	$	15,651
Unwinding of discount on provisions		5,226		5,114
Other charges		1,446		1,417
Interest on short-term debt		18		1,285

Total	$	25,232	$	23,467

11. Other income


	Three months ended
	Mar 31/15			Mar 31/14
Foreign exchange gains	$	(42,211	)	$	(19,452	)
Contract termination fee		—			18,304
Other		(300	)		(480	)

Total	$	(42,511	)	$	(1,628	)

In the first quarter of 2014, Cameco recorded an early termination fee of $18,304,000 incurred as a result of the cancellation of our toll conversion agreement with Springfields Fuels Ltd., which was to expire in 2016.

12. Income taxes


	Three months ended
	Mar 31/15			Mar 31/14
Earnings (loss) from continuing operations before income taxes
Canada	$	(210,345	)	$	(186,030	)
Foreign		155,118			144,219

	$	(55,227	)	$	(41,811	)

Current income taxes (recovery)
Canada	$	910		$	(5,130	)
Foreign		8,702			8,169

	$	9,612		$	3,039
Deferred income tax recovery
Canada	$	(54,487	)	$	(43,438	)
Foreign		(512	)		(4,977	)

	$	(54,999	)	$	(48,415	)

Income tax recovery	$	(45,387	)	$	(45,376	)

Cameco has recorded $541,984,000 of deferred tax assets (December 31, 2014—486,328,000). Based on projections of future income, realization of these deferred tax assets is probable and consequently a deferred tax asset has been recorded.

Canada

In 2008, as part of the ongoing annual audits of Cameco’s Canadian tax returns, Canada Revenue Agency (CRA) disputed the transfer pricing structure and methodology used by Cameco and its wholly owned Swiss subsidiary, Cameco Europe Ltd., in respect of sale and purchase agreements for uranium products. From December 2008 to date, CRA issued notices of reassessment for the taxation years 2003 through 2009, which in aggregate have increased Cameco’s income for Canadian tax purposes by approximately $2,795,000,000. CRA has also issued notices of reassessment for transfer pricing penalties for the years 2007 through 2009 in the amount of $229,300,000. Cameco believes it is likely that CRA will reassess Cameco’s tax returns for subsequent years on a similar basis and that these will require Cameco to make future remittances on receipt of the reassessments.

Using the methodology we believe that CRA will continue to apply and including the $2,795,000,000 already reassessed, we expect to receive notices of reassessment for a total of approximately $6,600,000,000 for the years 2003 through 2014, which would increase Cameco’s income for Canadian tax purposes and result in a related tax expense of approximately $1,900,000,000. In addition to penalties already imposed, CRA may continue to apply penalties to taxation years subsequent to 2009. As a result, we estimate that cash taxes and transfer pricing penalties would be between $1,450,000,000 and $1,500,000,000. In addition, we estimate there would be interest and instalment penalties applied that would be material to Cameco. While in dispute, we would be responsible for remitting 50% of the cash taxes and transfer pricing penalties (between $725,000,000 and $750,000,000), plus related interest and instalment penalties assessed, which would be material to Cameco. As an alternative to paying cash, we are exploring the possibility of providing security in the form of letters of credit to satisfy our requirements under these provisions.

Under Canadian federal and provincial tax rules, the amount required to be remitted each year will depend on the amount of income reassessed in that year and the availability of elective deductions and tax loss carryovers. In light of our view of the likely outcome of the case, we expect to recover the amounts remitted to CRA, including cash taxes, interest and penalties totalling $248,351,000 already paid as at March 31, 2015 (December 31, 2014—$211,604,000) (note 6).

The case on the 2003 reassessment is expected to go to trial in 2016. If this timing is adhered to, we expect to have a Tax Court decision within six to 18 months after the trial is complete.

Having regard to advice from its external advisors, Cameco’s opinion is that CRA’s position is incorrect and Cameco is contesting CRA’s position and expects to recover any amounts remitted as a result of the reassessments. However, to reflect the uncertainties of CRA’s appeals process and litigation, Cameco has recorded a cumulative tax provision related to this matter for the years 2003 through the current period in the amount of $87,000,000. While the resolution of this matter may result in liabilities that are higher or lower than the reserve, management believes that the ultimate resolution will not be material to Cameco’s financial position, results of operations or liquidity in the year(s) of resolution. Resolution of this matter as stipulated by CRA would be material to Cameco’s financial position, results of operations or liquidity in the year(s) of resolution and other unfavourable outcomes for the years 2003 to date could be material to Cameco’s financial position, results of operations and cash flows in the year(s) of resolution.

Further to Cameco’s decision to contest CRA’s reassessments, Cameco is pursuing its appeal rights under Canadian federal and provincial tax rules.

United States

In February 2015, one of Cameco’s subsidiaries received a Revenue Agent’s Report (RAR) from the Internal Revenue Service (IRS) pertaining to the 2009 taxation year. The RAR lists the IRS’ proposed adjustments to taxable income and calculates tax and penalties owing based on the proposed adjustments.

The proposed adjustments reflected in the RAR are focused on transfer pricing in respect of certain intercompany transactions within our corporate structure. The IRS asserts that a portion of the non-US income reported under our corporate structure and taxed outside the US should be recognized and taxed in the US. Having regard to advice from its external advisors, management believes that the conclusions of the IRS in the RAR are incorrect and is contesting them in an administrative appeal of the proposed adjustments. No cash payments are required while pursuing an administrative appeal. Management believes that the ultimate resolution of this matter will not be material to our financial position, results of operations or liquidity in the year(s) of resolution.

Other comprehensive income

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

For the three months ended March 31, 2015


	Before tax		Income tax expense			Net of tax
Exchange differences on translation of foreign operations	$	66,040	$	—		$	66,040
Unrealized gains on available-for-sale assets		51		(7	)		44

	$	66,091	$	(7	)	$	66,084

For the three months ended March 31, 2014


	Before tax			Income tax recovery		Net of tax
Exchange differences on translation of foreign operations	$	80,536		$	—	$	80,536
Gains on derivatives designated as cash flow hedges transferred to net earnings—discontinued operation		(400	)		100		(300	)
Unrealized losses on available-for-sale assets		(93	)		13		(80	)

	$	80,043		$	113	$	80,156

13. Per share amounts

Per share amounts have been calculated based on the weighted average number of common shares outstanding during the period. The weighted average number of paid shares outstanding in 2015 was 395,792,522 (2014—395,615,466).


	Three months ended
	Mar 31/15			Mar 31/14
Basic earnings (loss) per share computation
Net earnings (loss) attributable to equity holders	$	(8,903	)	$	131,337
Weighted average common shares outstanding		395,793			395,615

Basic earnings (loss) per common share	$	(0.02	)	$	0.33

Diluted earnings (loss) per share computation
Net earnings (loss) attributable to equity holders	$	(8,903	)	$	131,337
Weighted average common shares outstanding		395,793			395,615
Dilutive effect of stock options		—			653

Weighted average common shares outstanding, assuming dilution		395,793			396,268

Diluted earnings (loss) per common share	$	(0.02	)	$	0.33

14. Statements of cash flows


	Three months ended
	Mar 31/15			Mar 31/14
Changes in non-cash working capital:
Accounts receivable	$	107,082		$	163,040
Inventories		(85,847	)		(92,132	)
Supplies and prepaid expenses		(10,882	)		55,951
Accounts payable and accrued liabilities		100,224			(70,828	)
Reclamation payments		(1,553	)		(1,586	)
Amortization of purchase price allocation		(1,956	)		(1,672	)
Other		10,089			(5,767	)

Other operating items	$	117,157		$	47,006

15. Share-based compensation plans

A. Stock option plan

The Company has established a stock option plan under which options to purchase common shares may be granted to employees of Cameco. Options granted under the stock option plan have an exercise price of not less than the closing price quoted on the Toronto Stock Exchange (TSX) for the common shares of Cameco on the trading day prior to the date on which the option is granted. The options carry vesting periods of one to three years, and expire eight years from the date granted.

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 27,870,079 shares have been issued.

B. Executive performance share unit (PSU)

The Company has established a PSU plan whereby it provides each plan participant an annual grant of PSUs in an amount determined by the board. Each PSU represents one phantom common share that entitles the participant to a payment of one Cameco common share purchased on the open market or cash, at the board’s discretion, at the end of each three-year period if certain performance and vesting criteria have been met. The final value of the PSUs will be based on the value of Cameco common shares at the end of the three-year period and the number of PSUs that ultimately vest. Vesting of PSUs at the end of the three-year period will be based on total shareholder return over the three years, Cameco’s ability to meet its annual cash flow from operations targets and whether the participating executive remains employed by Cameco at the end of the three-year vesting period. As of March 31, 2015, the total number of PSUs held by the participants, after adjusting for forfeitures on retirement, was 791,071 (December 31, 2014—620,654).

C. Restricted share unit (RSU)

The Company has established an RSU plan whereby it provides each plan participant an annual grant of RSUs in an amount determined by the board. Each RSU represents one phantom common share that entitles the participant to a payment of one Cameco common share purchased on the open market, or cash, at the board’s discretion. The RSUs carry vesting periods of one to three years, and the final value of the units will be based on the value of Cameco common shares at the end of the vesting periods. As of March 31, 2015, the total number of RSUs held by the participants was 494,572 (December 31, 2014—246,394).

Cameco records compensation expense under its equity-settled plans with an offsetting credit to contributed surplus, to reflect the estimated fair value of units granted to employees. During the period, the Company recognized the following expenses under these plans:


	Three months ended
	Mar 31/15		Mar 31/14
Stock option plan	$	2,611	$	3,532
Performance share unit plan		1,428		936
Restricted share unit plan		935		410

	$	4,974	$	4,878

Fair value measurement of equity-settled plans

The fair value of the units granted through the PSU plan was determined based on Monte Carlo simulation and the fair value of options granted under the stock option plan was measured based on the Black-Scholes option-pricing model. The fair value of RSUs granted was determined based on their intrinsic value on the date of grant. Expected volatility was estimated by considering historic average share price volatility.

The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows:


	Stock option plan			PSU			RSU
Number of options granted		965,823			336,602			295,662
Average strike price	$	19.30			—		$	18.89
Expected dividend	$	0.40			—			—
Expected volatility		32	%		29	%		—
Risk-free interest rate		0.7	%		0.5	%		—
Expected life of option		4.5 years			3 years			—
Expected forfeitures		7	%		5	%		5	%
Weighted average grant date fair values	$	4.30		$	18.88		$	18.89

In addition to these inputs, other features of the PSU grant were incorporated into the measurement of fair value. The market condition based on total shareholder return was incorporated by utilizing a Monte Carlo simulation. The non-market criteria relating to realized selling prices, production targets and cost control have been incorporated into the valuation at grant date by reviewing prior history and corporate budgets.

16. Financial instruments and related risk management

A. Fair value hierarchy

The fair value of an asset or liability is generally estimated as the amount that would be received on sale of an asset, or paid to transfer a liability in an orderly transaction between market participants at the reporting date. Fair values of assets and liabilities traded in an active market are determined by reference to last quoted prices, in the principal market for the asset or liability. In the absence of an active market for an asset or liability, fair values are determined based on market quotes for assets or liabilities with similar characteristics and risk profiles, or through other valuation techniques. Fair values determined using valuation techniques require the use of inputs, which are obtained from external, readily observable market data when available. In some circumstances, inputs that are not based on observable data must be used. In these cases, the estimated fair values may be adjusted in order to account for valuation uncertainty, or to reflect the assumptions that market participants would use in pricing the asset or liability.

All fair value measurements are categorized into one of three hierarchy levels, described below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities:

Level 1 – Values based on unadjusted quoted prices in active markets that are accessible at the reporting date for identical assets or liabilities.

Level 2 – Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 3 – Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

When the inputs used to measure fair value fall within more than one level of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.

The following tables summarize the carrying amounts and fair values of Cameco’s financial instruments that are measured at fair value, including their levels in the fair value hierarchy:

As at March 31, 2015


				Fair value
	Carrying value			Level 1		Level 2			Total
Derivative assets [note 6]
Foreign currency contracts	$	844		$	—	$	844		$	844
Interest rate contracts		10,759			—		10,759			10,759
Investments in equity securities [note 6]		963			963		—			963
Derivative liabilities [note 7]
Foreign currency contracts		(184,652	)		—		(184,652	)		(184,652	)
Other		(507	)		—		(507	)		(507	)

Net	$	(172,593	)	$	963	$	(173,556	)	$	(172,593	)

As at December 31, 2014


				Fair value
	Carrying value			Level 1		Level 2			Total
Derivative assets [note 6]
Foreign currency contracts	$	911		$	—	$	911		$	911
Interest rate contracts		2,978			—		2,978			2,978
Investments in equity securities [note 6]		6,601			6,601		—			6,601
Derivative liabilities [note 7]
Foreign currency contracts		(67,916	)		—		(67,916	)		(67,916	)

Net	$	(57,426	)	$	6,601	$	(64,027	)	$	(57,426	)

The preceding tables exclude fair value information for financial instruments whose carrying amounts are a reasonable approximation of fair value.

There were no transfers between level 1 and level 2 during the period. Cameco does not have any financial instruments that are classified as level 3 as of the reporting date.

B. Financial instruments measured at fair value

Cameco measures its short-term investments, derivative financial instruments and material investments in equity securities at fair value. Short-term investments and investments in publicly held equity securities are classified as a recurring level 1 fair value measurement and derivative financial instruments are classified as a recurring level 2 fair value measurement.

Short-term investments represent available-for-sale money market instruments. The fair value of these instruments is determined using quoted market yields as of the reporting date. The fair value of investments in equity securities is determined using quoted share prices observed in the principal market for the securities as of the reporting date.

Foreign currency derivatives consist of foreign currency forward contracts, options and swaps. The fair value of foreign currency options is measured based on the Black Scholes option-pricing model. The fair value of foreign currency forward contracts and swaps is measured using a market approach, based on the difference between contracted foreign exchange rates and quoted forward exchange rates as of the reporting date.

Interest rate derivatives consist of interest rate swap contracts and interest rate caps. The fair value of interest rate swaps is determined by discounting expected future cash flows from the contracts. The future cash flows are determined by measuring the difference between fixed interest payments to be received and floating interest payments to be made to the counterparty based on Canada Dealer Offer Rate forward interest rate curves. The fair value of interest rate caps is determined based on broker quotes observed in active markets at the reporting date.

Where applicable, the fair value of the derivatives reflects the credit risk of the instrument and includes adjustments to take into account the credit risk of the Company and counterparty. These adjustments are based on credit ratings and yield curves observed in active markets at the reporting date.

GoviEx is listed on the Canadian Securities Exchange and as a result the Company has measured its investment at fair value as of the reporting date.

C. Financial instruments not measured at fair value

The carrying value of Cameco’s cash and cash equivalents, receivables, payables and accrued liabilities is assumed to approximate the fair value as a result of the short-term nature of the instruments. The carrying value of Cameco’s long-term debt (debentures) is assumed to approximate the fair value as a result of the variable interest rate associated with the instruments or the fixed interest rate of the instruments being similar to market rates.

D. Derivatives

The following table summarizes the fair value of derivatives and classification on the consolidated statements of financial position:


	Mar 31/15			Dec 31/14
Non-hedge derivatives:
Foreign currency contracts	$	(183,808	)	$	(67,005	)
Interest rate contracts		10,759			2,978
Other		(507	)		—

Net	$	(173,556	)	$	(64,027	)

Classification:
Current portion of long-term receivables, investments and other [note 6]	$	4,143		$	500
Long-term receivables, investments and other [note 6]		7,460			3,389
Current portion of other liabilities [note 7]		(146,580	)		(53,873	)
Other liabilities [note 7]		(38,579	)		(14,043	)

Net	$	(173,556	)	$	(64,027	)

The following table summarizes the different components of the loss on derivatives included in net earnings:


	Three months ended
	Mar 31/15			Mar 31/14
Non-hedge derivatives:
Foreign currency contracts	$	(151,678	)	$	(58,964	)
Interest rate contracts		9,096			60
Share purchase options		—			16
Other		200			—

Net	$	(142,382	)	$	(58,888	)

17. Segmented information

Cameco has three reportable segments: uranium, fuel services and NUKEM. The uranium segment involves the exploration for, mining, milling, purchase and sale of uranium concentrate. The fuel services segment involves the refining, conversion and fabrication of uranium concentrate and the purchase and sale of conversion services. The NUKEM segment acts as a market intermediary between uranium producers and nuclear-electric utilities.

Cameco’s reportable segments are strategic business units with different products, processes and marketing strategies.

Accounting policies used in each segment are consistent with the policies outlined in the summary of significant accounting policies. Segment revenues, expenses and results include transactions between segments incurred in the ordinary course of business. These transactions are priced on an arm’s length basis, are eliminated on consolidation and are reflected in the “other” column.

Business segments

For the three months ended March 31, 2015


	Uranium			Fuel services			NUKEM			Other			Total
Revenue	$	367,868		$	66,371		$	97,104		$	34,424		$	565,767
Expenses
Cost of products and services sold		204,249			52,040			86,909			33,173			376,371
Depreciation and amortization		50,125			6,680			(502	)		3,931			60,234

Cost of sales		254,374			58,720			86,407			37,104			436,605

Gross profit (loss)		113,494			7,651			10,697			(2,680	)		129,162
Administration		—			—			3,464			38,767			42,231
Impairment charge		5,688			—			—			—			5,688
Exploration		11,777			—			—			—			11,777
Research and development		—			—			—			1,827			1,827
Gain on sale of assets		(6	)		(12	)		—			—			(18	)
Finance costs		—			—			1,183			24,049			25,232
Loss (gain) on derivatives		—			—			(280	)		142,662			142,382
Finance income		—			—			—			(2,202	)		(2,202	)
Share of earnings from equity-accounted investee		(17	)		—			—			—			(17	)
Other expense (income)		(300	)		—			598			(42,809	)		(42,511	)

Earnings (loss) before income taxes		96,352			7,663			5,732			(164,974	)		(55,227	)
Income tax recovery														(45,387	)

Net loss													$	(9,840	)

For the three months ended March 31, 2014


	Uranium			Fuel services			NUKEM			Other			Total
Revenue	$	348,125		$	40,279		$	31,790		$	(965	)	$	419,229
Expenses
Cost of products and services sold		180,921			33,659			32,204			(1,488	)		245,296
Depreciation and amortization		48,322			4,725			2,694			10,592			66,333

Cost of sales		229,243			38,384			34,898			9,104			311,629

Gross profit (loss)		118,882			1,895			(3,108	)		(10,069	)		107,600
Administration		—			—			3,454			41,759			45,213
Exploration		14,420			—			—			—			14,420
Research and development		—			—			—			1,272			1,272
Gain on sale of assets		(1,110	)		—			—			—			(1,110	)
Finance costs		—			—			1,194			22,273			23,467
Loss on derivatives		—			—			955			57,933			58,888
Finance income		—			—			—			(1,145	)		(1,145	)
Share of loss from equity-accounted investees		74			9,960			—			—			10,034
Other expense (income)		(480	)		18,304			(957	)		(18,495	)		(1,628	)

Earnings (loss) before income taxes		105,978			(26,369	)		(7,754	)		(113,666	)		(41,811	)
Income tax recovery														(45,376	)

Net earnings from continuing operations													$	3,565

18. Related parties

The shares of Cameco are widely held and no shareholder, resident in Canada, is allowed to own more than 25% of the Company’s outstanding common shares, either individually or together with associates. A non-resident of Canada is not allowed to own more than 15%.

Related party transactions


	Transaction value					Balance outstanding
	Three months ended					as at
	Mar 31/15		Mar 31/14			Mar 31/15		Mar 31/14
Joint arrangements
Interest income (Inkai) ^(a)	$	482	$	530		$	93,498	$	96,457
Associates
Interest expense		—		(5	)		—		—

(a)	Disclosures in respect of transactions with joint arrangements represent the amount of such transactions which do not eliminate on proportionate consolidation.

Through unsecured shareholder loans, Cameco has agreed to fund Inkai’s project development costs as well as further evaluation on block 3. The limits of the loan facilities are $229,650,000 (US) and advances under these facilities bear interest at a rate of LIBOR plus 2%. At March 31, 2015, $184,298,000 (US) of principal and interest was outstanding (December 31, 2014—$197,551,000 (US)).

Exhibit 99.4

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Tim Gitzel, president and chief executive officer of Cameco Corporation, certify that:

1.	I have reviewed this quarterly report on Form 6-K of Cameco Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2015

“Tim Gitzel”

Tim Gitzel

President and Chief Executive Officer

Exhibit 99.5

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Grant Isaac, senior vice-president and chief financial officer, of Cameco Corporation, certify that:

1.	I have reviewed this quarterly report on Form 6-K of Cameco Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2015

“Grant Isaac”

Grant Isaac

Senior Vice-President

and Chief Financial Officer

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