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2002 CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF MANAGEMENT

The consolidated financial statements included in this Annual Report are the responsibility of Management and have been approved by the Board of Directors of the Company. These consolidated financial statements have been prepared by Management in accordance with generally accepted accounting principles (GAAP) in Canada and include amounts that are based on estimates and judgments. Financial information contained elsewhere in this Annual Report is consistent with the consolidated financial statements.

Management has prepared Managementís Discussion and Analysis (MD&A) which is based on the Companyís financial results prepared in accordance with Canadian GAAP. It compares the Companyís financial performance in 2002 to 2001 and should be read in conjunction with the consolidated financial statements and accompanying notes. In addition, significant changes between 2001 and 2000 are highlighted. Note 20 to the consolidated financial statements describes the impact on the consolidated financial statements of significant differences between Canadian and United States GAAP.

Management has developed and maintains a system of internal accounting controls, including a program of internal audits. Management believes that these controls provide reasonable assurance that financial records are reliable and form a proper basis for preparation of financial statements. The internal accounting control process includes Managementís communication to employees of policies which govern ethical business conduct.

The Board of Directors has appointed an Audit and Risk Management Committee consisting of unrelated, non-management directors which meets at least four times during the year with Management and independently with each of the internal and external auditors and as a group to review any significant accounting, internal control and auditing matters. The Audit and Risk Management Committee reviews the consolidated financial statements with Management and the external auditors before the consolidated financial statements are submitted to the Board of Directors for approval. The internal and external auditors have free access to the Audit and Risk Management Committee without obtaining prior Management approval.

With respect to the external auditors, KPMG LLP, the Audit and Risk Management Committee approves the terms of engagement and reviews the annual audit plan, the Auditorsí Report and results of the audit. It also recommends to the Board of Directors the firm of external auditors to be appointed by the shareholders.

The independent external auditors, KPMG LLP, have been appointed by the shareholders to express an opinion as to whether the consolidated financial statements present fairly, in all material respects, the Companyís financial position, results of operations and cash flows in accordance with Canadian generally accepted accounting principles. The report of KPMG LLP on page 48 outlines the scope of their examination and their opinion on the consolidated financial statements.
Harold N. Kvisle    Russell K. Girling
Harold N. Kvisle
President and
Chief Executive Officer
Russell K. Girling
Executive Vice-President
and Chief Financial Officer
February 25, 2003

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