Province Of Manitoba 18-K/A Annual report (foreign governments) (amended)

Exhibit 99.1

	Province of Manitoba Steady. Balanced. Building Manitoba’s Future
	2009/10 Quarterly Financial Report April to June 2009
	CONTENTS
	Introduction Quarterly Financial Results Economic Performance and Outlook

INTRODUCTION

Budget 2009 provided the financial overview of the Government Reporting Entity (GRE), which includes core government and Crown organizations, government business entities and public sector organizations such as regional health authorities, school divisions, universities and colleges. Manitoba’s summary budget aligns with the accounting standards set by the Public Sector Accounting Board and fully reflects Generally Accepted Accounting Principles (GAAP). A summary budget presents a more complete picture of how the provincial government and the other related entities operate as a whole and what the total cost is of providing services and programs to people in Manitoba.

The financial information in this quarterly financial report is presented in the same format as the budget. This allows for a smooth transition of quarterly financial reporting to a summary basis and, as recommended by the Office of the Auditor General, to be consistent with GAAP. The full transition is targeted to be complete by the end of this fiscal year.

The first quarter financial report presents information on the GRE for the three months ending June 30, 2009. The report also contains an economic performance and outlook. Consistent with prior years, an updated projection for the year end will be provided in the second quarter report.

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PROVINCE OF MANITOBA APRIL TO JUNE 2009

GOVERNMENT REPORTING ENTITY (GRE)

Budget 2009 projected Summary Net Income for the GRE to be $48 million. The overall financial situation is being monitored in light of the economic conditions, added costs for child welfare, services for persons with disabilities, incarceration, as well as timing of federal stimulus money. In year expenditure management initiatives are in place. In order to be prepared for the outcome of a potential unprecedented H1N1 flu epidemic, extensive planning and mitigation initiatives are underway. As well, unbudgeted spring flooding costs, which were exacerbated by ice jamming, have increased expenditures. A Special Warrant is being issued to provide for these expenditures. More complete information on expenditure and revenue projections which will provide the basis for a revised year end result will be available for the second quarter report.

Projection of Summary Net Income
For the Fiscal Year Ending March 31, 2010
UNAUDITED

	2009/10 Budget
				Consolidation Impacts
	Core			and Other Reporting
(Millions of Dollars)	Government			Entities			Summary
Revenue		10,134			2,596			12,730
Expenditure		10,222			2,460			12,682
Net Result for the Year		(88	)		136			48
Transfer to Debt Retirement Account		(20	)		20			—
Transfer from/(to) Fiscal Stabilization Accour		110			(110	)		—
Net Income		2			46			48

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PROVINCE OF MANITOBA APRIL TO JUNE 2009

QUARTERLY FINANCIAL RESULTS

The unaudited net result of expenditures exceeding revenues for the first three months of the fiscal year is $178 million or $55 million lower than estimated. This is the net result of both lower than anticipated revenue – $77 million and expenditure – $132 million.

The three-month revenue variance is primarily reflected in lower than anticipated federal transfers in core government as a result of timing of receipts and lower than projected results from Manitoba Hydro. The three-month expenditure variance mainly results from lower than estimated expenditures of core government operations primarily from timing of payments.

Government Reporting Entity Operating Statement
UNAUDITED

	Year-to-Date to June 30
	2009/10									2008/09
($000s)	Actual			Estimated			Variance			Actual
Revenue
Income Taxes		656,914			656,906			8			655,212
Other Taxes		458,873			445,613			13,260			643,615
Fees and Other Revenue		404,646			425,644			(20,998	)		443,336
Federal Transfers		995,353			1,024,795			(29,442	)		1,023,965
Net Income of Government Business Enterprises		110,093			156,969			(46,876	)		163,408
Sinking Funds and Other Earnings		66,109			58,642			7,467			79,774
Total Revenue		2,691,988			2,768,569			(76,581	)		3,009,309
Expenditure
Health and Healthy Living		1,192,067			1,221,961			(29,894	)		1,104,850
Education		734,056			781,782			(47,726	)		733,044
Family Services and Housing		332,624			360,736			(28,112	)		328,347
Community, Economic and Resource Development		238,570			260,304			(21,734	)		233,186
Justice and Other Expenditures		200,162			219,123			(18,961	)		203,774
Year-end Lapse		—			—			—			—
Debt Servicing Costs		172,548			158,167			14,381			190,401
Total Expenditure		2,870,027			3,002,073			(132,046	)		2,793,602
Net Result		(178,039	)		(233,504	)		55,465			215,707

Core government revenue and expenditure details are provided in Appendix I and II on pages 9 and 10.

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PROVINCE OF MANITOBA APRIL TO JUNE 2009

Infrastructure and Capital Asset Renewal

Planned expenditures for Infrastructure and Capital Asset Renewal in 2009/10 are budgeted to be $1.6 billion. The plan to accelerate capital spending in the short term is expected to be supported by up to $135 million in federal economic stimulus funding.

Investing in tangible capital assets is key to providing vital services, as well as providing the infrastructure for economic and community development, into the future. Budget 2009 provides the resources for upgrading Manitoba’s roads and highways, wastewater treatment plants, expanding health facilities across the province, building and restoring much needed social housing and modernizing our post-secondary institutions. It also includes funding for a multi-million four-year capital program for public schools that will address high need areas in terms of immigration and population change, and will also provide for improvements and renewal of existing facilities.

As borrowings may be used to finance capital related projects, net debt may grow in absolute terms from time to time as needed investments in capital assets – like the Red River Floodway, highway infrastructure and economic stimulus investments – are made. It is therefore important to measure change in net debt against the growth of the economy. As a result of the decision to invest in infrastructure projects to create jobs and stimulate the economy, an increase in the net debt to GDP ratio to 23% was forecast in Budget 2009.

Core government capital investment details are provided in Appendix III on page 11.

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PROVINCE OF MANITOBA APRIL TO JUNE 2009

SPECIAL ACCOUNTS

Fiscal Stabilization
The budgeted draw for 2009/10 includes funds advanced by the Government of Canada for health programming of $47 million and $13 million for requirements related to ecoTrust funds. The balance of the draw reflects anticipated requirements for general programs.

Debt Retirement
The 2009 Budget provides for a $20 million contribution to debt retirement. An allocation committee will determined the share of those funds directed to the pension liability or general purpose debt.

Pension Assets
Last year the Province changed the trust conditions of the funds held in the Pension Asset Fund to clarify that these funds are irrevocably restricted for pension purposes only. As a result of this restriction, these funds are classified as pension assets and will be accounted for and reported in keeping with GAAP for senior governments.

The Fund balance is projected to increase in 2009/10 as a result of an allocation from the Debt Retirement Account, the government’s plan to continue addressing the unfunded liability for the Civil Service Superannuation Fund and net investment earnings.

Net investment earnings include the expected rate of return during the year and adjustments to market related value. Under GAAP, market fluctuations of pension assets are not recorded in the year in which they occur but are recognized over the employee average remaining service life (EARSL).

PROVINCIAL BORROWINGS, GUARANTEES AND OBLIGATIONS

Manitoba’s borrowing requirement identified in the 2009 Budget was $3.3 billion including refinancing of $1.5 billion and new cash requirements of $1.8 billion, offset by a repayment of $68 million.

The total outstanding borrowings, guarantees and obligations reflect the province’s gross borrowing obligations, but it does not take into consideration liquid assets available to pay down those obligations. While the total of outstanding provincial borrowings fluctuates during the fiscal year as a result of the timing of borrowing activities of the province, the year end forecast remains unchanged from that stated in the budget, as shown in the table on the following page.

An updated forecast for 2009/10 with comparative data for 2008/09 actual results will be provided in the second quarter financial report.

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PROVINCE OF MANITOBA APRIL TO JUNE 2009

Provincial Borrowings, Guarantees and Obligations

	2009/10 Budget
	$ millions			$ Per Capita*
Provincial Borrowings, Guarantees and Obligations
General Government Programs		6,305			5,188
Manitoba Hydro		8,247			6,787
Other Crown Organizations		1,451			1,194
Health Facilities		1,054			867
Federal Government1		69			57
Capital Investments		1,861			1,531
Subtotal		18,987			15,625
General Government Programs - Pensions2		2,180			1,794
Subtotal3		21,167			17,419
Other Obligations
Pension Liability		4,667
Pension Asset Fund		(2,889	)
Net Pension Liability		1,778
Debt incurred for and repayable by the Manitoba Hydro Electric Board and Manitoba Lotteries Corporation		(8,040	)
Education and Health Debt held by Government Enterprises		404
Other Debt of Crown Organizations		260
Subtotal		(5,598	)
Total Provincial Borrowings, Guarantees and Obligations		15,569
Adjustments to arrive at Summary Net Debt
Guarantees		(402	)
Net Financial Assets		(3,358	)
Summary Net Debt		11,809			9,718
Summary Net Debt as a percentage of GDP		23.0	%

Notes: Provincial Borrowings, Guarantees and Obligations

1.	Amounts owed relating to federal accounting errors in prior years. See Note 10, page 92 of the 2007/08 Public Accounts for additional information.
2.	In 2009/10, the Government plans to allocate an additional $330 million to address pension obligations for the civil service.
3.	Provincial Borrowings and Guarantees are payable in Canadian and U.S. dollars. As at June 30, 2009 total provincial borrowings and guarantees were payable 88% in Canadian dollars and 12% in U.S. dollars. Of this total, General Government Programs borrowing and Other Crown Organizations borrowings was 100% payable in Canadian dollars. Manitoba Hydro borrowings were payable 66% in Canadian dollars (63% at March 31, 2009) and 34% in U.S. dollars (37% at March 31, 2009) which is fully hedged by U.S. dollar revenue.
*	The 2009/10 Budget Per Capita data is based upon population figures at July 1, 2008, as reported by Statistics Canada.

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PROVINCE OF MANITOBA APRIL TO JUNE 2009

ECONOMIC PERFORMANCE AND OUTLOOK
(Manitoba Economic Highlights – as of August 31, 2009)

Manitoba’s economy grew 2.4% in 2008 according to Statistics Canada, above Canada’s increase of 0.4% and below the 2.7% growth projected at the time of the 2008 Manitoba Budget. This was the third consecutive year in which Manitoba’s economic growth surpassed Canada’s. So far in 2009, Manitoba has outperformed Canada’s economy in virtually all major economic indicators.

In late 2008, Canada’s economy followed the U.S. into recession. After declining by 3.7% at an annualized rate in the last quarter of 2008 and by 6.1% in the first quarter of 2009, Canada’s economy contracted by 3.4% in the second quarter. Most private sector forecasters project that Canada’s economy will strengthen further later in 2009 and early 2010 as international financial and economic prospects improve. The Manitoba Finance survey of economic forecasters, conducted August 28, projects that Manitoba’s real GDP will remain little changed this year with a 0.2% decline, second strongest among provinces and better than the projected national decline of 2.3%.

Through the first eight months of 2009, Manitoba’s employment grew 0.2% compared to the same period in 2008 while Canada’s employment fell 1.5%. Manitoba’s full-time employment increased by 0.5% while part-time employment declined 1.1%. Manitoba’s unemployment rate was 5.0%, second-lowest among provinces and well below the national rate of 8.2%. Manitoba’s youth unemployment rate was 9.6%, the lowest in Canada.

Manitobans’ average weekly earnings continue to increase, with 2.5% year-over-year growth through the first half of 2009. Nationally, average earnings have increased 1.7%. With modest employment growth and earnings strength, labour income earned in Manitoba advanced 2.4% through the first half of 2009, fifth among provinces and well ahead of the national increase of 0.6%.

Manitoba’s retail sales declined by 3.6% in the first half of 2009. New car dealers, furniture stores and gasoline stations had the largest declines. National retail sales declined by 5.6%.

Manitoba housing starts fell 33% through the first six months of 2009 compared to a 44% national decrease. The total value of Manitoba building permits issued through to July declined 5.5% while the value of Canada’s building permits issued declined 26.2%.

The strong value of the Canadian dollar and continued weakness in the U.S. market have reduced Manitoba’s manufacturing sales in 2009. Manitoba’s manufacturers’ sales declined 6.4% in the first half of the year, second-strongest among provinces and well above Canada’s decline of 20.4%. Manitoba’s decline has been significantly affected by weaker primary metal prices, as sales of processed primary metals – principally nickel and copper – have declined by 34% compared to the first half of 2008.

Lower nickel and copper exports are principal factors in the year-over-year decline in Manitoba’s merchandise exports this year. Through June, exports have declined 14%, the second-strongest performance among provinces and about half of Canada’s decline of 27%. Exports to the US are down 13.7% while non-US exports have declined 14.7%.

Manitoba’s farm cash receipts have increased by 0.8% in the first half of the year compared to a 1.4% national decline. Manitoba’s receipts from crops increased by 5.9% while livestock receipts increased 7.0%. Direct payments to producers from various insurance and support programs declined by approximately half.

The Consumer Price Index rose 0.9% in Manitoba and 0.4% in Canada so far this year. Manitoba’s consumer inflation has been relatively stable over the last several years.

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PROVINCE OF MANITOBA APRIL TO JUNE 2009

Manitoba’s population reached 1,217,163 on April 1, 2009, an annual increase of 14,002 persons. Population grew 1.2%, from the previous year, in line with Canada’s increase. Improvements in both interprovincial and international migration were largely responsible for Manitoba’s population growth performance.

For updates and more details please see the Manitoba Economic Highlights at http://www.gov.mb.ca/finance/pdf/highlights.pdf.

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PROVINCE OF MANITOBA	APRIL TO JUNE 2009
2009/10 Core Government Revenue by Source UNAUDITED	Appendix I

	Year-to-Date to June 30									Full Year
	2009/10							2008/09		2009/10
($000s)	Actual		Estimated		Variance			Actual		Budget
Income taxes
Individual Income Tax		585,112		585,104		8			576,372		2,342,700
Corporation Income Tax		71,802		71,802		—			78,840		346,600
Subtotal: Income Taxes		656,914		656,906		8			655,212		2,689,300
Other Taxes
Corporation Capital Tax		51,273		41,700		9,573			45,910		135,000
Gasoline Tax		22,161		21,500		661			22,443		130,000
Insurance Corporations Tax		17,185		17,348		(163	)		16,162		69,500
Land Transfer Tax		13,261		11,800		1,461			11,234		46,400
Levy for Health and Education		57,956		54,600		3,356			55,009		358,600
Mining Tax		—		—		—			62,586		10,000
Motive Fuel Tax		11,713		13,000		(1,287	)		16,900		90,500
Retail Sales Tax		248,899		251,700		(2,801	)		248,199		1,594,700
Tobacco Tax		34,258		32,000		2,258			30,316		194,000
Other Taxes		2,018		1,928		90			3,438		8,876
Subtotal: Other Taxes		458,724		445,576		13,148			512,197		2,637,576
Fees and Other Revenue
Fines and Costs and Other Legal		9,373		11,677		(2,304	)		11,118		51,848
Minerals and Petroleum		4,171		2,417		1,754			5,156		9,594
Automobile and Motor Carrier Licences and Fees		25,925		30,425		(4,500	)		30,482		118,025
Parks: Forestry and Other Conservation		6,265		5,650		615			4,621		33,973
Water Power Rentals		27,380		26,469		911			27,503		118,502
Service Fees and Other Miscellaneous Charges		29,158		20,081		9,077			21,887		121,718
Revenue Sharing from SOAs		5,970		5,970		—			5,249		23,880
Subtotal: Fees and Other Revenue		108,242		102,689		5,553			106,016		477,540
Federal Transfers
Equalization		515,849		515,849		—			515,849		2,063,400
Canada Health Transfer (CHT)		225,831		225,831		—			211,446		903,300
Canada Social Transfer (CST)		98,085		98,085		—			94,510		392,300
Health Funds		—		—		—			—		13,976
Infrastructure Renewal		—		—		—			—		135,150
Manitoba Floodway Expansion		—		5,000		(5,000	)		—		77,967
Shared Cost and Other Transfers		36,248		60,553		(24,305	)		70,912		195,607
Subtotal: Federal Transfers		876,013		905,318		(29,305	)		892,717		3,781,700
Net Income of Government
Business Enterprises (GBEs)
Manitoba Liquor Control Commission		12,100		12,100		—			14,000		236,200
Manitoba Lotteries Corporation		77,900		77,900		—			75,300		311,600
Subtotal: Net Income of GBEs		90,000		90,000		—			89,300		547,800
Total Revenue		2,189,893		2,200,489		(10,596	)		2,255,441		10,133,916

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PROVINCE OF MANITOBA	APRIL TO JUNE 2009
2009/10 Core Government Expenditure by Sector/Department	Appendix II
UNAUDITED

	Year-to-Date to June 30											Full Year
	2009/10									2008/09		2009/10
($000s)	Actual			Estimated			Variance			Actual		Budget1
Health and Healthy Living		1,099,516			1,132,083			(32,567	)		1,017,726		4,400,709
Education
Advanced Education and Literacy		117,497			116,147			1,350			114,116		609,074
Education, Citizenship and Youth		513,360			525,729			(12,369	)		494,800		1,474,038
Total Education		630,857			641,876			(11,019	)		608,916		2,083,112
Family Services and Housing		309,497			313,508			(4,011	)		281,346		1,257,747
Community, Economic and Resource Development
Aboriginal and Northern Affairs		10,544			13,393			(2,849	)		7,182		38,387
Agriculture, Food and Rural Initiatives		16,788			19,966			(3,178	)		26,542		228,576
Competitiveness, Training and Trade		24,213			34,661			(10,448	)		22,368		153,995
Conservation		30,589			31,617			(1,028	)		30,937		130,242
Infrastructure and Transportation		114,479			125,701			(11,222	)		107,902		586,334
Intergovernmental Affairs		28,039			29,615			(1,576	)		31,018		237,835
Science, Technology, Energy and Mines		21,437			24,108			(2,671	)		21,802		87,957
Water Stewardship		6,975			7,666			(691	)		6,502		34,878
Total Community, Economic and Resource Development		253,064			286,727			(33,663	)		254,253		1,498,204
Justice and Other Expenditures
Legislative Assembly		8,530			8,346			184			7,364		37,003
Executive Council		1,086			906			180			908		3,916
Civil Service Commission		1,579			1,623			(44	)		1,465		6,834
Culture, Heritage, Tourism and Sport		26,213			27,097			(884	)		27,176		88,886
Employee Pensions and Other Costs		(1,735	)		(513	)		(1,222	)		5,205		15,124
Finance		33,385			35,239			(1,854	)		33,853		104,669
Healthy Child Manitoba		6,220			6,812			(592	)		5,695		28,402
Justice		66,428			74,044			(7,616	)		59,729		391,221
Labour and Immigration		9,904			14,664			(4,760	)		9,726		60,083
Manitoba Seniors and Healthy Aging Secretariat		320			435			(115	)		285		1,757
Enabling Appropriations		415			1,243			(828	)		270		29,628
Other Appropriations		5,010			6,420			(1,410	)		4,662		29,471
Total Justice and Other Expenditures		157,355			176,316			(18,961	)		156,338		796,994
Less: Year-End Lapse		—			—			—			—		(65,000	)
Debt Servicing Costs		34,719			29,088			5,631			55,512		250,150
Total Expenditure		2,485,008			2,579,598			(94,590	)		2,374,091		10,221,916

1. Budget figures are adjusted to include Enabling Appropriations

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PROVINCE OF MANITOBA	APRIL TO JUNE 2009
2009/10 Core Government Capital Investment	Appendix III
UNAUDITED

	Year-to-Date to June 30									Full Year
	2009/10							2008/09		2009/10
($000s)	Actual		Estimated		Variance			Actual		Budget
General Assets
Government Services Capital Projects		6,198		18,200		(12,002	)		12,398		125,000
Transportation Equipment and Aircraft		1,928		5,900		(3,972	)		193		32,037
Information Technology Projects		890		4,637		(3,747	)		767		24,930
Other Equipment and Buildings		—		310		(310	)		—		4,847
		9,016		29,047		(20,031	)		13,358		186,814
Infrastructure Assets
Provincial Roads, Highways and Airport Infrastructure		33,430		47,425		(13,995	)		19,315		366,725
Manitoba Floodway Expansion		5,000		20,000		(15,000	)		9,650		172,846
Water Control Infrastructure		759		600		159			365		10,600
Parks, Cottage and Camping Projects		668		1,373		(705	)		248		16,757
		39,857		69,398		(29,541	)		29,578		566,928
Total Capital Investment		48,873		98,445		(49,572	)		42,936		753,742

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