UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of November, 2018

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  ☒

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  ☒

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

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.

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 third quarter results

Saskatoon, Saskatchewan, Canada, November 2, 2018 ..    .    .    .    .    .    .    .    .    .     ..    .    .    .    .    .    .    

Cameco (TSX: CCO; NYSE: CCJ) today reported its consolidated financial and operating results for the third quarter ended September 30, 2018 in accordance with International Financial Reporting Standards (IFRS).

“Our results and the updates to our outlook reflect the impact of our decision to extend the shutdown at McArthur River/Key Lake, and the tax case ruling that was unequivocally in our favour,” said Tim Gitzel, Cameco’s president and CEO. “As a result of the updates to our outlook, we expect a strong finish in the fourth quarter.

“The uranium market is showing a marked improvement compared to a year ago, in fact relative to the first half of the year, but there is still a long way to go. There are a lot of moving parts in the market right now, largely driven by market access and trade policy issues, and there continues to be a lack of acceptable long-term contracting opportunities.

“We are effectively navigating the current market developments, and are making the decisions necessary to keep the company strong and viable for the long-term.”

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Consolidated financial results

The financial information presented for the three months and nine months ended September 30, 2017 and September 30, 2018 is unaudited.

NET EARNINGS

The following table shows what contributed to the change in net earnings and adjusted net earnings (non-IFRS measure, see page 3) in the third quarter and first nine months of 2018, compared to the same period in 2017.

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ADJUSTED NET EARNINGS (NON-IFRS MEASURE)

Adjusted net earnings are 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 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 are our net earnings attributable to equity holders, adjusted to 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 impairment charges, reclamation provisions for our Rabbit Lake and US operations, which had been impaired, the gain on restructuring of JV Inkai, and income taxes on adjustments.

Adjusted net earnings are 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 net earnings for the third quarter and first nine months of 2018 and compares it to the same periods in 2017.

Every quarter we are required to update the reclamation provisions for all operations based on new cash flow estimates, discount and inflation rates. This normally results in an adjustment to an asset retirement obligation asset in addition to the provision balance. When the assets of an operation have been written off due to an impairment, as is the case with our Rabbit Lake and US ISR operations, the adjustment is recorded directly to the statement of earnings as “other operating expense (income)”. See note 10 of our interim financial statements for more information. This amount has been excluded from our adjusted net earnings measure.

Selected segmented highlights

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Management’s discussion and analysis and financial statements

The third quarter MD&A and unaudited condensed consolidated interim financial statements provide a detailed explanation of our operating results for the three and nine months ended September 30, 2018, as compared to the same periods last year. This news release should be read in conjunction with these documents, as well as our audited consolidated financial statements and notes for the year ended December 31, 2017, first quarter, second quarter and annual MD&A, and our most recent annual information form, all of which are available on our website at cameco.com, on SEDAR at sedar.com, and on EDGAR at sec.gov/edgar.shtml.

Caution about forward-looking information

This news release includes statements and information about our expectations for the future, which we refer to as forward-looking information. Forward-looking information is based on our current views, which can change significantly, and actual results and events may be significantly different from what we currently expect. Examples of forward-looking information in this news release include: our expectations regarding fourth quarter results; the factors affecting the future improvement of the uranium market; that our decisions relating to market developments will keep the company strong and viable for the long term; our belief that there will not be a materially different outcome from the outcome of the Tax Court of Canada’s decision for the 2003, 2005 and 2006 tax years on appeal or for subsequent tax years; the discussion under the heading Updated outlook for 2018 and 2019; the factors to be considered and timing for determination of any future dividends; and the expected date and time for the announcement of our fourth quarter and annual consolidated financial and operating results. Material risks that could lead to different results include: the risk that our fourth quarter results do not meet our expectations; the risk that developments in the uranium market will be affected by different factors; the risk that our decisions relating to market developments will be unsuccessful or have unanticipated consequences; the risk that we are unsuccessful on an appeal of the Tax Court of Canada’s decision for the 2003, 2005 and 2006 tax years, or unsuccessful in the outcome of disputes for other years; the risk that our estimates and forecasts prove to be incorrect, and our actual results differ from our Updated outlook for 2018 and 2019; the risk that other factors may affect the determination of any future dividends; and the risk we may be delayed in announcing our fourth quarter and annual consolidated financial and operating results. In presenting the forward-looking information, we have made material assumptions which may prove incorrect about our ability to achieve expected fourth quarter results; factors affecting the uranium market; the successful outcome of our decisions relating to market developments and their consequences; the basis upon which the appeal of the Tax Court of Canada’s decision for the 2003, 2005 and 2006 tax years, and the outcome of disputes for other years, will be determined; the factors underlying our estimates and forecasts for our Updated outlook for 2018 and 2019; the basis on which future dividends will be determined; and our ability to announce our fourth quarter results when expected. Please also review the discussion in our most recent annual and first, second and third quarter MD&A and our most recent annual information form for other material risks that could cause actual results to differ significantly from our current expectations, and other material assumptions we have made. 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.

Conference call

We invite you to join our third quarter conference call on Friday, November 2, 2018, at 1:00 p.m. Eastern.

The call will be open to all investors and the media. To join the call, please dial 800-319-4610 (Canada and US) or 604-638-5340. An operator will put your call through. The slides and a live webcast 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:

Fourth quarter and annual report release date

We plan to announce our fourth quarter and annual consolidated financial and operating results after markets close on February 8, 2019. Announcement dates are subject to change.

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Profile

Cameco is 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. 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 unless otherwise indicated.

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Investor inquiries:

Rachelle Girard

306-956-6403

Media inquiries:

Carey Hyndman

306-956-6317

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Exhibit 99.2

Management’s discussion and analysis

for the quarter ended September 30, 2018

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 September 30, 2018 (interim financial statements). The information is based on what we knew as of November 1, 2018 and updates our first quarter, second quarter and annual MD&A included in our 2017 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, 2017 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 unless otherwise indicated.

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 (US) 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:

Examples of forward-looking information in this MD&A

Material risks

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Material assumptions

2018 THIRD 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 focus on our tier-one assets and profitably produce at a pace aligned with market signals in order to preserve the value of those assets and increase long-term shareholder value, and to do that with an emphasis on safety, people and the environment.

Due to an oversupplied market and the resulting weak market conditions we have undertaken a number of deliberate and disciplined actions: we have focused on preserving the value of our lowest cost assets, on maintaining a strong balance sheet, on protecting and extending the value of our contract portfolio and on efficiently managing the company in a low price environment.

We evaluate our strategy in the context of our market environment and continue to adjust our actions in accordance with the following marketing framework:

In addition to this framework, our contracting decisions always factor in who the customer is, our desire for regional diversification, the product form, and logistical factors.

We believe this approach provides us with the opportunity to meet rising demand with increased production from our best margin assets, helps to mitigate risk, and will allow us to create long-term value for our shareholders. And, as always, our focus will continue to be on maximizing cash flow, while maintaining our investment-grade rating so we can self-manage risk, including being in a position to retire our 2019 debt maturity when it comes due.

You can read more about our strategy in our 2017 annual MD&A.

Strategy in action

In July 2018, we announced the extended shutdown of McArthur River/Key Lake, which resulted in the permanent layoff of approximately 520 site employees. As a result of the layoffs, we incurred $27 million in severance costs, which were expensed directly to cost of sales in the third quarter, see Financial results by segment – Uranium starting on page 20.

In addition, as a further cost cutting measure, we announced a reduction in the corporate office workforce of approximately 150 positions, resulting in severance costs of $13 million being expensed as part of our administrative costs for the quarter, see Corporate expenses – Administration on page 10.

In conjunction with the production suspension at McArthur River/Key Lake, we have drawn down our inventory by 17.2 million pounds since the beginning of the year, freeing up significant working capital. In addition, we have begun the necessary purchasing to meet our delivery commitments in 2018 and 2019. Since the end of July, we have secured 2.9 million pounds. For further information, see Outlook for 2018 on page 15.

Although we have been actively purchasing material, it is too early to determine if any trends are emerging. However, in general, the volume of material on offer has not been surprising, and appears to be decreasing. In terms of pricing, we have seen some offers with aggressive discounting and others with premium pricing, however, the pricing range appears to be tightening.

4     CAMECO CORPORATION

We have also been successful in securing long-term purchase arrangements for more than 7 million pounds of uranium concentrates for future delivery through 2028. The deliveries are heavily weighted to the years 2025 through 2028. As previously reported, we have long-term sales commitments to deliver about 150 million pounds of uranium concentrates. Securing this material today, provides us with added flexibility in making future sourcing decisions to fulfil our delivery commitments, without the need to build inventory. These arrangements also allow us to defer capital investment decisions and still meet future demand. Further, securing material today for future delivery allows us to lock in pounds at today’s low uranium prices, and with price escalation based on today’s low interest rates. Since we are not required to pay until we take delivery, we do not tie up cash on our balance sheet. In addition, we believe it removes these pounds from the spot market. Finally, these arrangements help mitigate risk. We believe we can advance delivery under these contracts if we are unable to find the pounds we need, or are unable to find the pounds we need at a reasonable price, to meet our delivery commitments while McArthur River/Key Lake production is suspended.

To the end of the third quarter, under the agreement with our partner, Orano, we have delivered 4.1 million pounds of uranium concentrates, out of a total of up to 5.4 million pounds. Orano is obligated to repay us, in kind, with uranium concentrates no later than December 31, 2023.

Third quarter market update

The uranium market is showing a marked improvement compared to a year ago and relative to the first half of the year. There have been significant production cuts, reductions in producer inventories, and an increase in demand for uranium in the spot market from producers and financial players. These actions have helped remove excess material from the spot market and have put pressure on uranium prices. The current spot price is up about 23% compared to the end of June, and is almost 40% higher compared to the end of October last year. Whereas, the long-term price is up about 9% compared to the end of June, and is about 6% higher compared to a year ago.

The market continues to try to digest the changing industry dynamics, including the developments discussed above and below.

In the US, which has the largest fleet of nuclear reactors in the world, the investigation launched by the DOC on July 18, 2018 under section 232 of the Trade Expansion Act continues. The investigation is to determine whether the quantity and circumstances of foreign uranium imports into the US threaten to impair national security. The investigation could take up to 270 days to complete. A report will then be provided to the President of the United States containing the DOC’s findings and recommendations, if warranted. The President then has up to 90 days to decide whether to concur with the DOC findings and what actions, if any, will be taken in response. The deadline for public comments was September 25. The Ad Hoc Utilities Group, an organization comprised of US nuclear power generators, issued a statement urging the federal government to avoid taking any action on levying tariffs or quotas.

On October, 22, 2018, Kazatomprom announced its intent to proceed with an initial public offering on the Astana International Exchange and the London Stock Exchange for securities representing up to 25% of its issued share capital. In its announcement, it states, “The Group has substantially changed its strategic approach to being a market-centric operator, as opposed to production-led operator.”

In Japan, the court injunction that caused the shutdown of Shikoku’s Ikata 3 reactor last year was successfully overturned, allowing that reactor to restart, which will bring the total number of reactors operating to nine. In China, five reactor units have been connected to the grid so far in 2018, and four additional units are projected to be connected to the grid by the end of the year. In Russia, unit 4 of the Rostov nuclear power plant entered commercial operation, four months ahead of schedule. In addition, Russia and India have agreed to work together on a project to build six nuclear units at a new site in India.

Despite the improvements in the uranium market during the quarter, we believe there is still a need for some caution. There has not been a return of long-term contracting in meaningful quantities, and prices are still not where they need to be to restart the significant idled production capacity that exists, let alone incentivize investment in value-adding growth opportunities. In fact, before the market turns to growth and the addition of new production capacity, the material held by financial players needs to be considered. Over time, as the financial interests meet investment targets, we believe some of the material currently sequestered in these funds will make its way back into the market, potentially temporarily over supplying the spot market and putting downward pressure on prices.

2018 THIRD QUARTER REPORT    5

Longer term, uranium demand is backed by steady reactor growth with 55 reactors under construction. While under construction, these reactors are not yet consuming uranium. Therefore, there has not yet been a corresponding increase in uranium consumption.

With each new reactor, comes the long-term need for a safe and reliable source of uranium. And while the availability of pounds in the spot market has helped to satisfy the needs of utilities in the near term, the continued risk of production curtailments, financially distressed producers, lack of investment in new primary supply, some mines approaching the end of their reserve life, declining secondary supplies, and growing uncovered requirements are expected to generate increasing pressure for fuel buyers to return to long-term contracting.

As annual supply adjusts, demand for uranium from producers and financial players increases, and uncovered requirements grow, we believe the pounds available in the spot market won’t be enough to satisfy long-term demand. The need to eventually contract for replacement volumes to fill these uncovered requirements will create opportunities for producers that can weather today’s low prices and provide a recovering market with uncommitted uranium from long-lived, tier-one assets.

Caution about forward-looking information relating to the nuclear industry

This discussion of our expectations for the nuclear industry, including its growth profile, uranium supply and demand, reactor growth, pressure for long-term contracting and utilities’ uncovered requirements 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 at quarter end

Note: the industry does not publish UO₂ prices.

On the spot market, where purchases call for delivery within one year, the volume reported by UxC for the third quarter of 2018 was approximately 27 million pounds, compared to 12 million pounds in the third quarter of 2017. Total volume in the spot market year-to-date is 70 million pounds, significantly higher than in previous years. At the end of the quarter, the average reported spot price was $27.50 (US) per pound, up $4.85 (US) from the previous quarter.

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. The volume of long-term contracting reported by UxC for the first nine months of 2018 was about 58 million pounds compared to about 63 million pounds reported over the same period in 2017. Volumes continue to be less than the quantities consumed, and remain largely discretionary due to currently high inventory levels. The average reported long-term price at the end of the quarter was $31.75 (US) per pound, up $2.75 (US) from last quarter.

Spot UF₆ conversion prices increased in both the North American and European markets, as did long-term UF₆ conversion prices.

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Also of note:

During the quarter it was announced that we had entered into an agreement to sell our interest in the Wheeler River Joint Venture. The deal closed on October 26, 2018. We will report a gain on the transaction in our fourth quarter financial results.

Financial results

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

In this MD&A, our 2018 financial outlook and other disclosures relating to our contract portfolio are presented on a basis which excludes the agreement with TEPCO, which is under dispute. See our annual MD&A for more information.

As of January 1, 2018, due to restructuring and a change in our ownership interest, we now account for JV Inkai on an equity basis, with no restatement of prior periods.

Consolidated financial results

2018 THIRD QUARTER REPORT    7

NET EARNINGS

The following table shows what contributed to the change in net earnings and adjusted net earnings (non-IFRS measure, see page 8) in the third quarter and the first nine months of 2018, compared to the same periods in 2017.

See Financial results by segment beginning on page 20 for more detailed discussion.

ADJUSTED NET EARNINGS (NON-IFRS MEASURE)

Adjusted net earnings are 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 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 are our net earnings attributable to equity holders, adjusted to 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 impairment charges, reclamation provisions for our Rabbit Lake and US operations, which had been impaired, the gain on restructuring of JV Inkai, and income taxes on adjustments.

Adjusted net earnings are 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.

8     CAMECO CORPORATION

The following table reconciles adjusted net earnings with net earnings for the third quarter and first nine months of 2018 and compares it to the same periods in 2017.

Every quarter we are required to update the reclamation provisions for all operations based on new cash flow estimates, discount and inflation rates. This normally results in an adjustment to an asset retirement obligation asset in addition to the provision balance. When the assets of an operation have been written off due to an impairment, as is the case with our Rabbit Lake and US ISR operations, the adjustment is recorded directly to the statement of earnings as “other operating expense (income)”. See note 10 of our interim financial statements for more information. This amount has been excluded from our adjusted net earnings measure.

Quarterly trends

Key things to note:

2018 THIRD QUARTER REPORT    9

The following table compares the net earnings and adjusted net earnings for the third quarter to the previous seven quarters.

Corporate expenses

ADMINISTRATION

Direct administration costs were $15 million lower for the third quarter of 2018 compared to the same period last year, and $37 million lower for the first nine months due mainly to changes to our global marketing structure, lower costs related to our CRA litigation and our continued actions to reduce costs.

Stock-based compensation in the first nine months was higher due to the 22% increase in our share price compared to the same period in 2017.

EXPLORATION

In the third quarter, uranium exploration expenses were $5 million, a decrease of $3 million compared to the third quarter of 2017. Exploration expenses for the first nine months of the year decreased by $7 million compared to 2017, to $17 million, due to a planned reduction in expenditures.

INCOME TAXES

We recorded an income tax recovery of $87 million in the third quarter of 2018, compared to a recovery of $3 million in the third quarter of 2017.

On an adjusted basis, we recorded an income tax recovery of $93 million this quarter compared to a recovery of $15 million in the third quarter of 2017, primarily due to the reversal of the provision related to our CRA dispute in the amount of $61 million (see Tax Court of Canada decision starting on page 11 for more details). In addition, the change in reporting for JV Inkai also contributes to the difference. In 2018, we recorded losses of $121 million in Canada compared to losses of $31 million in 2017, while we recorded earnings of $43 million in foreign jurisdictions compared to losses of $34 million last year.

In the first nine months of 2018, we recorded an income tax recovery of $106 million compared to an expense of $31 million in 2017.

On an adjusted basis, we recorded an income tax recovery of $90 million for the first nine months compared to a recovery of $1 million in 2017 due primarily to the reversal of the provision related to our dispute with the CRA. Other factors include the change in the Saskatchewan corporate tax rate in 2017, as well as a change in the distribution of earnings among jurisdictions in 2018 which includes the change in accounting for JV Inkai. In 2018, we recorded losses of $157 million in Canada compared to losses of $27 million in 2017, while we recorded earnings of $76 million in foreign jurisdictions compared to losses of $95 million last year.

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TRANSFER PRICING DISPUTE

Tax Court of Canada decision

On September 26, the Tax Court of Canada (Tax Court) ruled unequivocally in our favour in our case with the Canada Revenue Agency (CRA) for the 2003, 2005 and 2006 tax years.

The Tax Court ruled that our marketing and trading structure involving foreign subsidiaries and the related transfer pricing methodology used for certain intercompany uranium purchase and sale agreements were in full compliance with Canadian laws for the three tax years in question. While the decision applies only to the three tax years under dispute, we believe there is nothing in the decision that would warrant a materially different outcome for subsequent tax years.

The Tax Court has referred the matter back to the Minister of National Revenue in order to issue new reassessments for the 2003, 2005 and 2006 tax years in accordance with the Tax Court’s decision. The total tax amount reassessed for those tax years was $11 million, and we remitted 50%. Therefore, we expect to receive a refund of about $5.5 million plus interest. The timing for the revised reassessments along with refunds plus interest may be delayed pending the outcome of the appeal. For further information regarding the appeal, see below.

In accordance with the ruling, we will be making an application to the Tax Court to recover substantial costs incurred over the course of this case. The actual cost award will be at the discretion of the Tax Court.

In addition, given the clear and decisive ruling in our favour, and the endorsement by the Tax Court of our transfer pricing methodology, we have reversed the provision on our balance sheet of $61 million.

Appeals process

On October 25, 2018, CRA filed a notice of appeal with the Federal Court of Appeal. In its notice of appeal, CRA is not appealing the Tax Court’s finding that sham was not present, but is appealing the Tax Court’s interpretation and application of the transfer pricing provisions in section 247 of the Income Tax Act. We will not have more specific information on how and why the CRA believes the Tax Court was wrong in its interpretation of the transfer pricing provisions until we are in receipt of the CRA’s complete written submissions.

We anticipate that it will take about two years to receive a decision from the Federal Court of Appeal. We believe there is nothing in the decision that would warrant a materially different outcome on appeal.

The decision of the Federal Court of Appeal can be appealed to the Supreme Court of Canada, but only if the Supreme Court agrees to hear the appeal. The request to appeal a decision of the Federal Court of Appeal to the Supreme Court of Canada must be made within 60 days of issuance of a Federal Court of Appeal decision.

In the event that either party appeals the Federal Court of Appeal decision, it would likely take about two years from the date the Federal Court of Appeal decision is issued to receive a decision from the Supreme Court of Canada should that court hear the appeal.

2018 THIRD QUARTER REPORT    11

Potential exposure based on CRA appeal

Since 2008, CRA has disputed our marketing and trading structure and the related transfer pricing methodology we used for certain intercompany uranium sale and purchase agreements. To date, we have received notices of reassessment for our 2003 through 2012 tax years. While the Tax Court has ruled unequivocally in our favour for the 2003, 2005 and 2006 tax years, and we believe there is nothing in the decision that would warrant a materially different outcome on appeal, or for subsequent tax years we will continue to report on the potential exposure as we expect it will continue to tie up our financial capacity until the dispute is finally resolved for all years.

For the years 2003 to 2012, CRA has shifted CEL’s income (as recalculated by CRA) back to Canada and applied statutory tax rates, interest and instalment penalties, and, from 2007 to 2011, transfer pricing penalties. We understand CRA is currently considering whether to impose a transfer pricing penalty for 2012. Taxes of approximately $321 million for the 2003 to 2017 years have already been paid to date in a jurisdiction outside Canada. If CRA is successful on appeal, we will consider our options under bilateral international tax treaties to limit double taxation of this income. There is a risk that we will not be successful in eliminating all potential double taxation. The income adjustments claimed by CRA in its reassessments are represented by the amounts described below.

The Canadian income tax rules include provisions that require larger companies like us to remit or otherwise secure 50% of the cash tax plus related interest and penalties at the time of reassessment. To date, under these provisions, after applying elective deductions, we have paid or secured the amounts shown in the table below. We expect to receive a refund of approximately $5.5 million plus interest of the amounts noted in the table below based on the ruling of the Tax Court. The timing of the refund may be delayed pending the outcome of the appeal.

While we expect the Tax Court’s decision to be upheld on appeal and believe the decision should apply in principle to subsequent years, until such time as all appeals are exhausted, and a resolution is reached for all tax years in question, not much may change for some time. We expect any further actions regarding the tax years 2007 through 2012 will be suspended until the three years covered under the decision are finally resolved, with the exception of the transfer pricing penalty noted above. The tax years 2013 and beyond have not yet been reassessed, and it is uncertain what approach CRA will take on audit. Despite the fact that we believe there is no basis to do so, and it is not our view of the likely outcome, CRA may continue to reassess us using the methodology it reassessed the 2003 through 2012 tax years with. In that scenario, and including the $4.9 billion already reassessed, we would expect to receive notices of reassessment for a total of approximately $8.4 billion of additional income taxable in Canada for the years 2003 through 2017, which would result in a related tax expense of approximately $2.5 billion. As well, CRA may continue to apply transfer pricing penalties to taxation years subsequent to 2011. As a result, we estimate that cash taxes and transfer pricing penalties claimed by CRA for these years would be between $1.95 billion and $2.15 billion. In addition, CRA may seek to apply interest and instalment penalties that would be material to us. While in dispute, we would be required to remit or otherwise provide security for 50% of the cash taxes and transfer pricing penalties (between $970 million and $1.07 billion), plus related interest and instalment penalties assessed, which would be material to us. We have already paid or secured $562 million in cash taxes and transfer pricing penalties and $219 million in interest and instalment penalties.

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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. CRA has to date disallowed the use of any loss carry-backs for any transfer pricing adjustment, starting with the 2008 tax year. This does not impact the anticipated income tax expense for a particular year, but does impact the timing of any required security or payment. As noted above, for amounts reassessed after 2014, as an alternative to remitting cash, we used letters of credit to satisfy our obligations related to the reassessed income tax and related interest amounts. We believe we will be able to continue to provide security in the form of letters of credit to satisfy these requirements. The estimated amounts summarized in the table below reflect actual amounts paid or secured and estimated future amounts owing based on the actual and expected reassessments for the years 2003 through 2017, and include the expected timing adjustment for the inability to use any loss carry-backs starting with the 2008 tax year. The amounts have not been adjusted to reflect the refund of approximately $5.5 million plus interest we expect to receive based on the ruling of the Tax Court. The timing of such refund may be delayed pending the outcome of the appeal. We plan to update this table annually to include the estimated impact of reassessments expected for completed years subsequent to 2017.

In light of our view of the likely outcome of the appeal, and the dispute for subsequent years, based on the Tax Court’s decision as described above, we expect to recover the amounts remitted, including the $781 million already paid or otherwise secured to date.

We have spent a total of about $57 million disputing the CRA reassessments and presenting our appeal in the Tax Court. This amount includes legal fees, expert witness fees, consultant fees, filing expenses, and other costs related to the case, from the time we started specifically tracking such costs in 2009, through 2018. The largest expenditures were incurred in 2016 and 2017 during trial preparation and Tax Court proceedings. Despite the appeal, in accordance with the ruling, we will be making an application to the Tax Court to recover substantial costs incurred over the course of this case. The actual cost award will be at the discretion of the Tax Court. We expect to incur additional costs during the appeal process, and in connection with potential reassessments of subsequent years. There could also be costs incurred if a negotiated resolution with CRA is sought or achieved.

Caution about forward-looking information relating to our CRA tax dispute

This discussion of our expectations relating to our tax dispute with CRA and future tax reassessments by CRA 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.

2018 THIRD QUARTER REPORT    13

FOREIGN EXCHANGE

The exchange rate between the Canadian dollar and US dollar affects the financial results of our uranium and fuel services segments. See Revenue, adjusted net earnings, and cash flow sensitivity analysis on page 16 for more information on how a change in the exchange rate will impact our revenue, cash flow, and adjusted net earnings (ANE) (see Non-IFRS measures on page 8).

We sell the majority of our uranium and fuel services products under long-term sales contracts, which are routinely denominated in US dollars, while our production costs are largely denominated in Canadian dollars. To provide cash flow predictability, we hedge a portion of our net US/Cdn exposure (e.g. total US dollar sales less US dollar expenditures and product purchases) to manage shorter term exchange rate volatility. Our results are therefore affected by the movements in the exchange rate on our hedge portfolio, and on the unhedged portion of our net exposure.

Impact of hedging on IFRS earnings

We do not use hedge accounting under IFRS and, therefore, we are required to report gains and losses on economic hedging activity, both for contracts that close in the period and those that remain outstanding at the end of the period. For the contracts that remain outstanding, we must treat them as though they were settled at the end of the reporting period (mark-to-market).

However, we do not believe the gains and losses that we are required to report under IFRS appropriately reflect the intent of our hedging activities, so we make adjustments in calculating our ANE to better reflect the benefits of our hedging program in the applicable reporting period.

Impact of hedging on ANE

We designate contracts for use in particular periods, based on our expected net exposure in that period. Hedge contracts are layered in over time based on this expected net exposure. The result is that our current hedge portfolio is made up of a number of contracts which are currently designated to net exposures we expect in 2018 and future years, and we will recognize the gains and losses in ANE in those periods.

For the purposes of ANE, gains and losses on derivatives are reported based on the difference between the effective hedge rate of the contracts designated for use in the particular period and the exchange rate at the time of settlement. This results in an adjustment to current period IFRS earnings to effectively remove reported gains and losses on derivatives that arise from contracts put in place for use in future periods. The effective hedge rate will lag the market in periods of rapid currency movement. See Non-IFRS measures on page 8.

For more information, see our 2017 annual MD&A.

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At September 30, 2018:

For information on the impact of foreign exchange on our intercompany balances, see note 19 to the financial statements.

Outlook for 2018

Our outlook for 2018 reflects the expenditures necessary to help us achieve our strategy and is based on the assumptions found below the table, including a given uranium spot price, uranium term price, and foreign exchange rate. For more information on how changes in the exchange rate or uranium prices can impact our outlook see Revenue, adjusted net earnings, and cash flow sensitivity analysis on page 16, and Foreign exchange on page 14. Our 2018 financial outlook, and other disclosures relating to our contract portfolio, have been presented on a basis that excludes our contract with TEPCO, which is under dispute.

Our outlook for consolidated revenue; uranium purchase and delivery volumes, revenue, and average realized price; fuel services production; the expected loss on derivatives and tax recovery; and the expected contribution of our uranium and fuel services segments to gross profit has changed. We do not provide an outlook for the items in the table that are marked with a dash.

See 2018 Financial results by segment on page 20 for details.

2018 FINANCIAL OUTLOOK

2018 THIRD QUARTER REPORT    15

Due to additional demand we have captured in the market, our 2018 committed delivery volumes have increased to between 35 million and 36 million pounds (previously 34 million to 35 million pounds), and our 2019 sales commitments have increased to between 27 million and 29 million pounds (previously 25 million to 27 million pounds).

In 2018, the average realized price for our uranium segment is now expected to be $47.80 per pound (previously $46.10 per pound) as a result of the increased spot price and weakening of the Canadian dollar. Our Canadian dollar average realized price for the first nine months of 2018 was $45.08 per pound. To achieve the expected annual average realized price requires an average realized price greater than $50 per pound in the fourth quarter.

As a result of the changes to 2018 delivery volumes and the expected average realized price, we now expect revenue in our uranium segment to be $1,630 million to $1,720 million (previously $1,550 million to $1,640 million), resulting in consolidated revenue of $1,990 million to $2,190 million (previously $1,890 million to $2,140 million).

We now have committed purchase volumes of 11 million to 12 million pounds (previously 8 million to 9 million pounds) for 2018. As a result of the extended shutdown of McArthur River/Key Lake, we secured an additional 2.9 million pounds of purchase commitments. Our purchase commitments for 2019 are unchanged at 5 million to 6 million pounds.

With increased delivery commitments in 2018 and 2019, in addition to our committed purchases and the material we have already secured in the spot market, we expect we may still need to purchase an additional 1 million to 3 million pounds in 2018, and between 10 million and 12 million pounds (previously 9 million to 11 million pounds) in 2019, to meet our delivery commitments and maintain our desired inventory.

Fuel services production is now expected to be 10 million to 11 million kgU (previously 9 million to 10 million kgU) as a result of an expected increase in UF₆ production given the increase in demand that we have been seeing in the market.

As a result of the changes to the uranium average realized price and sales volumes, we now expect the contribution to gross profit to be 82% from the uranium segment and 18% from the fuel services segment (previously 81% and 19% respectively).

Including severance costs of $13 million, direct administration costs continue to be $120 million to $130 million as a result of further anticipated savings from the corporate office restructuring.

We now expect a loss on derivatives of $10 million to $20 million (previously $0 million to $10 million) due to the weakening of the Canadian dollar.

Our tax recovery on an adjusted net earnings basis is now expected to be $80 million to $90 million (previously $40 million to $50 million) primarily due to the reversal of the provision related to our CRA dispute, partially offset by changes in our outlook noted above.

We continue to expect cash from operations for 2018 to be between 20% and 30% higher than the $596 million reported in 2017. This estimate is based on the outlook provided in the table and the assumptions for uranium prices and foreign exchange rates used in and listed below the table. In addition to our purchase commitments of between 11 million and 12 million pounds, the estimate also includes expected purchases of 1 million to 3 million pounds.

In our uranium and fuel services segments, our customers choose when in the year to receive deliveries, so our quarterly delivery patterns, sales/delivery volumes and revenue can vary significantly. We are on track for our uranium sales/delivery targets in 2018 and, therefore expect to deliver between 12.5 million and 13.5 million pounds in the fourth quarter.

REVENUE, ADJUSTED NET EARNINGS, AND CASH FLOW SENSITIVITY ANALYSIS

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PRICE SENSITIVITY ANALYSIS: URANIUM SEGMENT

The following table is not a forecast of prices we expect to receive. The prices we actually realize will be different from the prices shown in the table. It is designed to indicate how the portfolio of long-term contracts we had in place on September 30, 2018 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 September 30, 2018 and none of the assumptions we list below change.

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

Expected realized uranium price sensitivity under various spot price assumptions

The table illustrates the mix of long-term contracts in our September 30, 2018 portfolio, and is consistent with our marketing strategy. It has been updated to reflect contracts entered into up to September 30, 2018, and it excludes our contract under dispute with TEPCO.

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 higher prices or have high floor prices will yield prices that are higher 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:

Liquidity and capital resources

Our financial objective is to ensure we have the cash and debt capacity to fund our operating activities, investments and other financial obligations. As of September 30, 2018, we had cash and short-term investments of $1.1 billion, while our total debt amounted to $1.5 billion.

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 continue to provide a solid revenue stream. From 2018 through 2022, we have commitments to deliver an average of 24 million pounds per year, with commitments levels in 2018 of 35 million to 36 million pounds and 27 million to 29 million pounds in 2019. Commitments for 2020 through 2022 are lower.

2018 THIRD QUARTER REPORT    17

In the currently weak uranium price environment, our focus is on preserving the value of our tier-one assets and reducing our operating, capital and general and administrative spending. We have a number of alternatives to fund future capital requirements, including using our operating cash flow, drawing on our existing credit facilities, entering new credit facilities, 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. Due to the deliberate cost reduction measures implemented over the past five years, the reduction in our 2018 dividend, and the drawdown of inventory in 2018 as a result of the suspension of production at our McArthur River/Key Lake operation, we expect to generate significant cash flow in 2018. Therefore, we expect our cash balances and operating cash flows to meet our capital requirements during 2018, and help position us to self-manage risk.

We received a favorable ruling in our case with CRA for the 2003, 2005 and 2006 tax years. We expect the ruling to be upheld on appeal, and we believe the ruling should apply in principle to subsequent tax years. However, until such time as all appeals are exhausted, and a resolution is reached for all tax years in question, in accordance with Canadian income tax rules we may be required to remit or otherwise secure 50% of any cash taxes plus related interest and penalties CRA may continue to reassess. See page 11 for more information. In the above scenario, the table on page 13 provides the amount and timing of the cash taxes and transfer pricing penalties paid or secured to date. In addition, it provides an estimate of the timing and amounts we would potentially have to pay or secure upfront if CRA continues to reassess us using the same methodology it reassessed the 2003 to 2012 tax years with, even though we believe there is no basis for them to do so.

CASH FROM/USED IN OPERATIONS

Cash provided by operations was $124 million higher this quarter than in the third quarter of 2017 mainly due to a decrease in working capital requirements, which provided $130 million more in 2018 than in 2017. Not including working capital requirements, our operating cash flows this quarter were lower by $6 million.

Cash provided by operations was $334 million higher in the first nine months of 2018 than for the same period in 2017 due largely to a decrease in working capital requirements. This was a result of a larger decrease in inventory compared to in 2017 as well as changes in other working capital items. Working capital required $302 million less in 2018. In addition, while we had lower gross profits in our operating segments, income taxes paid decreased and cost reduction measures resulted in a lower use of cash. Not including working capital requirements, our operating cash flows in the first nine months were higher by $32 million.

FINANCING ACTIVITIES

We use debt to provide additional liquidity. We have sufficient borrowing capacity with unsecured lines of credit totalling about $3.0 billion at September 30, 2018, unchanged from June 30, 2018. At September 30, 2018, we had approximately $1.6 billion outstanding in financial assurances, up from $1.5 billion at December 31, 2017. At September 30, 2018, we had no short-term debt outstanding on our $1.25 billion unsecured revolving credit facility, unchanged from December 31, 2017. During the quarter, we extended the maturity date of the facility from November 1, 2021 to November 1, 2022.

Long-term contractual obligations

Since December 31, 2017, there have been no material changes to our long-term contractual obligations. Please see our 2017 annual MD&A for more information.

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 September 30, 2018, we met these financial covenants and do not expect our operating and investment activities for the remainder of 2018 to be constrained by them.

OFF-BALANCE SHEET ARRANGEMENTS

We had three kinds of off-balance sheet arrangements at September 30, 2018:

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Purchase commitments

The following table is based on our purchase commitments in our uranium and fuel services segments, as well as commitments previously contracted by NUKEM, at September 30, 2018. These commitments include a mix of fixed-price and market-related contracts. Actual payments will be different as a result of changes to our purchase commitments and, in the case of contracts with market-related pricing, the market prices in effect at the time of delivery. We will update this table as required in our MD&A to reflect material changes to our purchase commitments and changes in the prices used to estimate our commitments under market-related contracts.

As of September 30, 2018, we had commitments of about $1.1 billion for the following:

The suppliers do not have the right to terminate agreements other than pursuant to customary events of default provisions. For more information on our purchasing activity, see Strategy in action starting on page 4.

Financial assurances

At September 30, 2018, our financial assurances totalled $1.6 billion, up from $1.5 billion at December 31, 2017.

Other arrangements

We continue to have factoring arrangements available to us to manage short-term cash flow fluctuations. At September 30, 2018 we did not have any balances outstanding under these arrangements. You can read more about these arrangements in our 2017 annual MD&A.

BALANCE SHEET