Hydro Quebec 18-K/A Annual report (foreign governments) (amended)

Exhibit 99.6

       

Third Quarter 2011

	Message from the Chairman of the Board and the President and Chief Executive Officer
Summary of operations for the             first three quarters	For the nine months ended September 30, 2011, net income totaled $2,238 million, a $196-million increase compared to the same period last year. This rise is due to a $70-million decrease in operating expenses as well as an $82-million increase in electricity sales in Québec as a result of higher demand, mainly from residential customers.
Third quarter	In third quarter 2011, net income amounted to $384 million, compared to $227 million in 2010. This $157-million increase stems from growth in net electricity exports, among other things. It should be noted that in third quarter 2010, Hydro-Québec had to limit its net exports because of well-below-average precipitation levels across its entire hydroelectric generating fleet. The granting of sublicences for the manufacture of rechargeable battery materials generated $22 million in third quarter 2011. As for operating expenses, they were down $25 million.
Consolidated operations for the first three quarters	Revenue totaled $9,377 million, compared to $9,213 million in 2010. In Québec, revenue from electricity sales amounted to $7,990 million, or $323 million more than in 2010, essentially because of a 3.6-TWh volume increase resulting from the fact that temperatures were close to normal in 2011, whereas they had been exceptionally mild in 2010. A 0.8-TWh increase in demand was also a factor. On markets outside Québec, revenue from electricity sales was $1,101 million, a $192-million decrease due mainly to the impact of the appreciation of the Canadian dollar. Other revenue totaled $286 million, compared to $253 million in 2010. This $33-million increase was due, among other things, to the revenue generated by the granting of sublicences for the manufacture of rechargeable battery materials. Total expenditure amounted to $5,293 million, which is comparable to the 2010 level. The $70-million decrease in operating expenses as well as the reduction in electricity purchases and capital tax were offset by the impact of regulatory deferrals which, in 2010, included a $105-million asset for revenue variances related to climate conditions.

Segmented operations for the             first three quarters

Generation Hydro-Québec Production posted net income of $1,459 million, compared to $1,407 million in 2010. The increase in net electricity exports was offset by the impact of the appreciation of the Canadian dollar. On the other hand, revenue from electricity sales to Hydro-Québec Distribution increased by $169 million. Transmission Hydro-Québec TransÉnergie’s net income amounted to $424 million, a $28-million increase over 2010. The decline in revenue from native load transmission service following a decision by the Régie de l’énergie in May 2011 was more than offset by the reduction in financial expenses. Distribution Hydro-Québec Distribution recorded net income of $266 million, an increase of $28 million over last year. Revenue from electricity sales increased due to colder temperatures in 2011 and to higher demand, mainly from residential customers. This increase was partly offset by higher electricity purchases, net of transmission costs, and by the recognition, in 2010, of a regulatory asset for revenue variances related to climate conditions. Construction The Construction segment includes activities related to the projects carried out by Hydro-Québec Équipement et services partagés and Société d’énergie de la Baie James (SEBJ). Work handled by Hydro-Québec Équipement et services partagés totaled $1,245 million in the first nine months of 2011, compared to $1,352 million in 2010. Large-scale projects under way for Hydro-Québec Production include Romaine-2, while work in progress for Hydro-Québec TransÉnergie revolves around connecting new generating facilities and continued investment in asset sustainment projects, among other things. As for SEBJ, its volume of activity amounted to $244 million, compared to $549 million last year. In June 2011, the Eastmain-1-A/Sarcelle/Rupert project reached an important milestone with the commissioning of the first generating unit at Eastmain-1-A powerhouse.

Investment

As at September 30, 2011, investments in property, plant and equipment, intangible assets and the Energy Efficiency Plan totaled $2,619 million, compared to $2,953 million in 2010. As expected, a large portion of this amount was devoted to the major capital projects of Hydro-Québec Production, especially the Eastmain-1-A/Sarcelle/Rupert and Romaine-2 hydroelectric developments. Hydro-Québec TransÉnergie continued investing in its transmission system to integrate new hydroelectric and wind capacity in Québec. It also carried on with its investments in maintenance and improvement to ensure the reliability and long-term operability of its transmission assets and enhance service quality. Hydro-Québec Distribution kept up investments to handle the growth of its Québec customer base and ensure the quality of its facilities, especially those related to distribution automation. It also continued implementation of the Energy Efficiency Plan.

Page 2 Third Quarter 2011

Financing	In September 2011, bonds maturing in February 2050 were issued on the Canadian market, at the rate of 3.89%. This financing raised $0.6 billion, adding to the $3.5 billion raised in the first half of the year. The funds are being used to refinance maturing debt and to support the investment program.
	/s/ Michael L. Turcotte	/s/ Thierry Vandal
	Michael L. Turcotte	Thierry Vandal
	Chairman of the Board	President and Chief Executive Officer
	November 18, 2011

Third Quarter 2011 Page 3

CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATED STATEMENTS OF OPERATIONS

	MMMMM		MMMMM		MMMMM			MMMMM		MMMMM
In millions of Canadian dollars (unaudited)		Three months ended September 30					Nine months ended September 30
	Notes	2011		2010			2011		2010
Revenue			2,679		2,701			9,377		9,213
Expenditure
Operations			569		594			1,787		1,857
Electricity and fuel purchases			282		370			918		958
Depreciation and amortization	4		609		656			1,858		1,902
Taxes			202		201			657		689
Regulatory deferrals			24		(4	)		73		(117	)
			1,686		1,817			5,293		5,289
Operating income			993		884			4,084		3,924
Financial expenses	5		609		657			1,846		1,882
Net income			384		227			2,238		2,042

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

		MMMM		MMMM		MMMM		MMMM
In millions of Canadian dollars (unaudited)	Three months ended September 30				Nine months ended September 30
	2011		2010		2011		2010
Balance, beginning of period		15,819		15,151		13,965		13,336
Net income		384		227		2,238		2,042
Balance, end of period		16,203		15,378		16,203		15,378

The accompanying notes are an integral part of the consolidated financial statements.

Page 4 Third Quarter 2011

CONSOLIDATED BALANCE SHEETS

		MMMM		MMMM
In millions of Canadian dollars (unaudited)	As at September 30, 2011		As at December 31, 2010
ASSETS
Current assets
Cash and cash equivalents		1,683		80
Short-term investments		432		1,230
Accounts receivable and other receivables		1,641		1,813
Derivative instruments		910		889
Regulatory assets		38		43
Materials, fuel and supplies		260		321
		4,964		4,376
Property, plant and equipment		56,289		55,512
Goodwill and intangible assets		1,228		1,235
Investments		124		114
Derivative instruments		1,456		952
Regulatory assets		1,134		1,144
Other assets		2,926		2,565
		68,121		65,898
LIABILITIES
Current liabilities
Borrowings		23		18
Accounts payable and accrued liabilities		1,649		2,017
Dividend payable		-		1,886
Accrued interest		498		909
Derivative instruments		604		308
Regulatory liabilities		98		58
Current portion of long-term debt		890		1,933
		3,762		7,129
Long-term debt		40,324		36,439
Asset retirement obligations		517		504
Derivative instruments		1,669		2,114
Regulatory liabilities		-		1
Other long-term liabilities		857		857
Perpetual debt		287		288
		47,416		47,332
EQUITY
Share capital		4,374		4,374
Retained earnings		16,203		13,965
Accumulated other comprehensive income		128		227
		16,331		14,192
		20,705		18,566
		68,121		65,898

The accompanying notes are an integral part of the consolidated financial statements.

On behalf of the Board of Directors,
/s/ Jacques Leblanc	/s/Michael L. Turcotte
Jacques Leblanc Chair of the Audit Committee	Michael L. Turcotte Chairman of the Board

Third Quarter 2011 Page 5

CONSOLIDATED STATEMENTS OF CASH FLOWS

	MMMM		MMMM		MMMM			MMMM		MMMM
In millions of Canadian dollars (unaudited)		Three months ended September 30					Nine months ended September 30
	Notes		2011		2010			2011		2010
Operating activities
Net income			384		227			2,238		2,042
Adjustments to determine net cash flows from     operating activities
Depreciation and amortization	4		609		656			1,858		1,902
Amortization of premiums, discounts and issue expenses     related to debt securities	5		29		29			80		91
Regulatory deferrals			24		(4	)		73		(117	)
Other			12		77			197		5
Change in non-cash working capital items	6		175		111			(550	)	(180	)
Net change in accrued benefit assets and liabilities			(151	)	(139	)		(390	)	(430	)
			1,082		957			3,506		3,313
Investing activities
Additions to property, plant and equipment			(865	)	(996	)		(2,429	)	(2,767	)
Additions to intangible assets			(15	)	(21	)		(63	)	(56	)
Cash receipts from the government reimbursement     for the 1998 ice storm			2		2			5		8
Disposal of investments			-		-			-		11
Costs related to Energy Efficiency Plan			(48	)	(50	)		(127	)	(130	)
Net (acquisition) disposal of short-term investments			(141	)	(303	)		797		1,330
Other			9		2			16		7
			(1,058	)	(1,366	)		(1,801	)	(1,597	)
Financing activities
Issuance of long-term debt			593		494			4,090		1,028
Repayment of long-term debt			(609	)	(186	)		(2,625	)	(642	)
Cash receipts arising from credit risk management			1,188		667			2,982		1,597
Cash payments arising from credit risk management			(720	)	(635	)		(2,671	)	(1,370	)
Net change in short-term borrowings			(70	)	(260	)		3		174
Dividend paid			-		-			(1,886	)	(2,168	)
Other			(1	)	(2	)		(1	)	(2	)
			381		78			(108	)	(1,383	)
Foreign currency effect on cash and cash equivalents			8		(4	)		6		(2	)
Net change in cash and cash equivalents			413		(335	)		1,603		331
Cash and cash equivalents, beginning of period			1,270		1,138			80		472
Cash and cash equivalents, end of period			1,683		803			1,683		803
Supplementary cash flow information	6

The accompanying notes are an integral part of the consolidated financial statements.

Page 6 Third Quarter 2011

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		MMMMM		MMMMM			MMMMM		MMMMM
In millions of Canadian dollars (unaudited)	Three months ended September 30					Nine months ended September 30
		2011		2010			2011		2010
Net income		384		227			2,238		2,042
Other comprehensive income
Change in deferred gains (losses) on items designated as cash flow hedges		104		(256	)		104		308
Reclassification to operations of deferred gains on items designated as cash flow hedges		(76	)	(134	)		(203	)	(389	)
		28		(390	)		(99	)	(81	)
Comprehensive income		412		(163	)		2,139		1,961

The accompanying notes are an integral part of the consolidated financial statements.

Third Quarter 2011 Page 7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the three- and nine-month periods ended September 30, 2011 and 2010

Amounts shown in tables are in millions of Canadian dollars.

Note 1 Basis of Presentation

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles as set forth in Part V of the Canadian Institute of Chartered Accountants (CICA) Handbook, “Pre-changeover Accounting Standards,” and reflect the decisions of the Régie de l’énergie (the “Régie”). These decisions affect the timing of the recognition of certain transactions in the consolidated operations, resulting in the recognition of regulatory assets and liabilities, which Hydro-Québec considers it is likely to recover or settle subsequently through the rate-setting process. The quarterly consolidated financial statements, including the present notes, do not contain all the required information regarding the audited annual consolidated financial statements and should therefore be read in conjunction with the consolidated financial statements and accompanying notes in Hydro-Québec’s Annual Report 2010.

The accounting policies used to prepare the quarterly consolidated financial statements are consistent with those presented in Hydro-Québec’s Annual Report 2010.

Hydro-Québec’s quarterly results are not necessarily indicative of results for the year on account of seasonal temperature fluctuations. Because of higher electricity demand during winter months, revenue from electricity sales in Québec is higher during the first and fourth quarters.

Note 2 Change in Accounting Policy

Future Change

In February 2008, the Canadian Accounting Standards Board (AcSB) confirmed that publicly accountable enterprises would be required to apply International Financial Reporting Standards (IFRS) in their interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. In September 2010, the AcSB authorized rate-regulated entities to defer the adoption of IFRS to January 1, 2012. Since Hydro-Québec is entitled to exercise this deferral right, it has opted to present its 2011 financial statements in accordance with Part V of the CICA Handbook, “Pre-changeover Accounting Standards.”

Note 3 Effects of Rate Regulation on the Consolidated Financial Statements

Transmission

In decision D-2011-061 of May 5, 2011, the Régie set Hydro-Québec’s power transmission rates for 2011. The new rates take into account a 7.21% return on the rate base, assuming a capitalization with 30% equity.

Distribution

In decision D-2011-036 of March 31, 2011, the Régie imposed an across-the-board reduction of 0.41% in Hydro-Québec’s electricity rates, effective April 1, 2011. This reduction takes into account a 7.26% return on the rate base, assuming a capitalization with 35% equity.

In decision D-2011-028 of March 9, 2011, the Régie authorized the amortization of an amount of $33 million in 2011 for the 2010 revenue variances related to climate conditions, stipulating that the balance of these variances must be amortized over five years as of 2012, in compliance with decision D-2009-016. The impact of decision D-2011-028 on the amortization expense for the three- and nine-month periods ended September 30, 2011, totaled $8 million and $25 million, respectively.

In decisions D-2011-039 of April 6, 2011 and D-2011-028, the Régie asked the Transmission Provider and the Distributor to recognize in a separate account the variances between the recognized pension cost and the cost authorized in the rate decisions. The amortization terms and conditions for this account have not yet been determined. As at September 30, 2011, an amount of $39 million had been recognized as a regulatory liability.

In decision D-2011-058 of May 3, 2011, the Régie allowed the Distributor to create an account for deferred expenses bearing interest at the authorized rate on the rate base, in order to recognize certain costs related to the customer systems optimization project. This account will be amortized in 2012. As at September 30, 2011, costs of $8 million had been recognized as a regulatory asset.

Page 8 Third Quarter 2011

Note 4    Depreciation and Amortization

		MMMM		MMMM		MMMM		MMMM
	Three months ended September 30				Nine months ended September 30
	2011		2010		2011		2010
Property, plant and equipment		543		570		1,654		1,658
Intangible assets		28		24		81		72
Regulatory assets and liabilities		38		55		121		165
Write-offs		-		7		2		7
		609		656		1,858		1,902

Note 5    Financial Expenses

		MMMM			MMMM		MMMM			MMMM
	Three months ended September 30					Nine months ended September 30
	2011			2010		2011			2010
Interest
Interest on debt securities		630			651		1,873			1,862
Amortization of premiums, discounts and issue expenses related to debt securities		29			29		80			91
		659			680		1,953			1,953
Net exchange (gain) loss		(21	)		7		(12	)		3
Guarantee fees related to debt securities		47			46		141			137
		26			53		129			140
Less
Capitalized financial expenses		72			73		226			205
Net investment income		4			3		10			6
		76			76		236			211
		609			657		1,846			1,882

Note 6    Supplementary Cash Flow Information

		MMMM			MMMM			MMMM			MMMM
	Three months ended September 30						Nine months ended September 30
	2011			2010			2011			2010
Change in non-cash working capital items
Accounts receivable and other receivables		488			413			174			440
Materials, fuel and supplies		31			(1	)		60			7
Accounts payable and accrued liabilities		36			66			(352	)		(230	)
Accrued interest		(380	)		(367	)		(432	)		(397	)
		175			111			(550	)		(180	)
Investing activities not affecting cash
Increase in property, plant and equipment		24			8			49			71
Interest paid		920			891			2,039			1,988

Third Quarter 2011 Page 9

Note 7    Employee Future Benefits

	Three months ended September 30
	Pension Plan				Other plans
	2011		2010		2011		2010
Accrued benefit cost		31		6		22		28

	Nine months ended September 30
	Pension Plan				Other plans
	2011		2010		2011		2010
Accrued benefit cost		91		16		84		85

Note 8    Segmented Information

The following tables contain information related to operations and assets by segment:

	Three months ended September 30, 2011
	Generation		Transmission		Distribution			Construction		Corporate and Other Activities		Intersegment eliminations and adjustments			Total
Revenue
External customers		403		17		2,225			-		34		-			2,679
Intersegment		1,029		750		17			543		346		(2,685	)		-
Net income (loss)		315		157		(165	)		-		77		-			384
Total assets as at     September 30, 2011		31,239		18,321		12,642			446		5,727		(254	)		68,121

	Three months ended September 30, 2010
	Generation		Transmission		Distribution			Construction		Corporate and Other Activities			Intersegment eliminations and adjustments			Total
Revenue
External customers		431		17		2,241			-		5			7a			2,701
Intersegment		1,031		764		15			671		331			(2,812	)		-
Net income (loss)		242		127		(136	)		-		(9	)		3			227
Total assets as at     September 30, 2010		30,370		17,935		12,173			467		4,362			(327	)		64,980

a) Resales of excess supply by Hydro-Québec Distribution on outside markets are presented as offsets of electricity purchases rather than in Revenue.

Page 10 Third Quarter 2011

Note 8    Segmented Information (continued)

	Nine months ended September 30, 2011
	Generation		Transmission		Distribution		Construction		Corporate and Other Activities		Intersegment eliminations and adjustments			Total
Revenue
External customers		1,224		51		8,053		-		49		-			9,377
Intersegment		3,674		2,242		55		1,489		1,023		(8,483	)		-
Net income		1,459		424		266		-		86		3			2,238
Total assets as at     September 30, 2011		31,239		18,321		12,642		446		5,727		(254	)		68,121

	Nine months ended September 30, 2010
	Generation		Transmission		Distribution		Construction		Corporate and Other Activities			Intersegment eliminations and adjustments			Total
Revenue
External customers		1,445		49		7,680		-		25			14	a		9,213
Intersegment		3,521		2,287		51		1,901		994			(8,754	)		-
Net income (loss)		1,407		396		238		-		(8	)		9			2,042
Total assets as at     September 30, 2010		30,370		17,935		12,173		467		4,362			(327	)		64,980

a) Resales of excess supply by Hydro-Québec Distribution on outside markets are presented as offsets of electricity purchases rather than in Revenue.

Note 9    Comparative Information

Some corresponding period data of the previous year have been reclassified to conform to the presentation adopted in the current period, or restated in accordance with the changes to accounting policies described in Note 2 to the consolidated financial statements published in Hydro-Québec’s Annual Report 2010.

Third Quarter 2011 Page 11

CONSOLIDATED FINANCIAL HIGHLIGHTS

(UNAUDITED)

Amounts shown in tables are in millions of Canadian dollars.

	MMMM	MMMM		MMMM	MMMM	MMMM		MMMM		MMMM	MMMM	MMMM		MMMM
			Three months ended September 30						Nine months ended September 30
Summary of Operations				2011	2010	Change (%)				2011	2010	Change (%)
Revenue				2,679	2,701	0.8	i			9,377	9,213	1.8	h
Expenditure				1,686	1,817	7.2	i			5,293	5,289	0.1	h
Financial expenses				609	657	7.3	i			1,846	1,882	1.9	i
Net income				384	227	69.2	h			2,238	2,042	9.6	h

Page 12 Third Quarter 2011

	Quarter Highlights
Transmission	Application to amend the Open Access Transmission Tariff In August, Hydro-Québec TransÉnergie filed its 2012 rate application with the Régie de l’énergie. The application essentially seeks the approval of revenue requirements and changes to transmission service rates, effective January 1, 2012. Revenue requirements amount to $3,080.6 million, which is $71.2 million more than the revenue approved by the Régie for 2011.
Distribution	Régie de l’énergie decision In July, the Régie de l’énergie authorized Hydro-Québec Distribution to build a new thermal generating station in Akulivik, an Inuit village in Nunavik, to replace the existing one. The new facility will be equipped with three generating units, for a total capacity of 2,028 kW. Project costs will run to $49.4 million. Rate adjustment application In August, Hydro-Québec Distribution filed an application with the Régie de l’énergie for a rate adjustment of 1.7%, effective April 1, 2012.
Technological innovation	Granting of lithium metal phosphate sublicences In July, Hydro-Québec, Université de Montréal and the Centre national de la recherche scientifique [France’s national centre for scientific research], co-owners of the rights to key patents on lithium metal phosphate (LMP), including lithium iron phosphate (LFP), announced that they had broadened the base for the international marketing of these battery materials, in conjunction with Munich-based Süd-Chemie AG. The co-owners can now grant sublicences to LMP manufacturers capable of meeting market demand with quality products. Contracts have already been signed with Japanese entities Sumitomo Osaka Cement Co., Ltd. and Mitsui Engineering & Shipbuilding Co., Ltd. as well as with Taiwanese companies Tatung Fine Chemicals Co., Ltd. and Advanced Lithium Electrochemistry Co., Ltd. The latter has undertaken to build a plant in Québec. Süd-Chemie is already building a plant in Candiac through its subsidiary Phostech Lithium Inc.
Transportation electrification	Request for proposals to supply charging stations In August, Hydro-Québec launched a request for proposals for the purchase of 120 charging stations for electric vehicles on behalf of the partners of “The Electric Circuit,” namely RONA, Les Rôtisseries St-Hubert, METRO, the Agence métropolitaine de transport (AMT) and Hydro-Québec. The winning bidder will be announced by the end of 2011. The charging stations will supply clean, renewable energy to the public beginning in winter 2012. They will be installed at business locations designated by Hydro-Québec’s partners and at several AMT park-and-ride facilities. First all-electric vehicles available for carsharing in Québec In August, Communauto, Hydro-Québec and Nissan Canada announced that Communauto’s customers now have access to 15 Nissan LEAFs—nine in Montréal and six in the city of Québec. By early 2012, the number of cars available will reach 50. This represents the largest fleet of all-electric vehicles to be part of a carsharing service in North America.

Third Quarter 2011 Page 13

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