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

Exhibit 99.1

Province of Manitoba

2010/11 Quarterly Financial Report
April to September 2010

CONTENTS

Introduction
Quarterly Financial Results

INTRODUCTION

Budget 2010 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. The second quarter financial report presents information on the GRE for the six months ending September 30, 2010 as well as an updated financial forecast for the current fiscal year. Prior years’ experience has shown a trend of positive variances in the actual results of the Other Reporting Entities (ORE). Consistent with this trend, a year-end adjustment, or lapse, has been included in the ORE forecast beginning with this report.

-1-

PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2010

GOVERNMENT REPORTING ENTITY (GRE)

Budget 2010 introduced a five-year plan to position the province for the global economic recovery and return the province to surplus.

For fiscal year 2010/11 the forecast for summary net income is a loss of $471 million. This is a $74 million improvement from the projection in the five-year plan.

The improvement reflects core government results being $40 million better than budget and the ORE improving $34 million from budget. Prior to the inclusion of the year-end adjustment in the ORE the GRE was anticipated to improve by $37 million.

At the end of the second quarter, core government revenue is forecast to be $284 million higher than budget primarily as a result of revised federal estimates for both individual income tax — $160 million and corporation income tax — $70 million. Other taxes are forecast to be higher than budget due to strength in mining, corporations and tobacco taxes, partially offset by a lower than anticipated increase in retail sales tax.

Projections from other reporting entities result in an improvement in the government business enterprises (GBEs) of $9 million, primarily as a result of Manitoba Hydro’s forecast being higher than budget, offset by a decrease in Manitoba Public Insurance. Other variances include post secondary institutions reflecting higher than budgeted results, while lower than anticipated net income from Manitoba Agricultural Services Corporation reflects unseasonable weather.

As noted at the end of the first quarter, severe spring and summer flooding and forest fire suppression in northern Manitoba have resulted in unbudgeted emergency expenditures in core government. The October weather event that caused damage in and around Lake Winnipeg is expected to result in further emergency expenditures. An updated forecast for emergency expenditures will be available in the third quarter financial report.

Core government expenditure pressures continue in supports for health care — $71 million; families — $67 million; and public safety and corrections — $24 million. While the net result for core government has improved from budget, the government continues to monitor these pressures.

Projection of Summary Net Income/(Loss)

For the Fiscal Year Ending March 31, 2011
UNAUDITED

	2010/11 Second Quarter Forecast									2010/11 Budget
				Consolidation									Consolidation
	Core			Impacts and Other						Core			Impacts and Other						Summary
(Millions of Dollars)	Government			Reporting Entities*			Summary			Government			Reporting Entities			Summary			Variance
Revenue		10,502			2,505			13,007			10,218			2,502			12,720			287
Expenditure		10,999			2,479			13,478			10,755			2,510			13,265			213
Net Result for the Year		(497	)		26			(471	)		(537	)		(8	)		(545	)		74
Transfer from/(to) Fiscal Stabilization Account		38			(38	)		—			38			(38	)		—			—
Net Income/(Loss)		(459	)		(12	)		(471	)		(499	)		(46	)		(545	)		74

* Includes a year-end adjustment of $37 million

-2-

PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2010

QUARTERLY FINANCIAL RESULTS

The unaudited net result of the GRE for the first six months of the fiscal year is $127 million, $11 million better than estimated. The variance is the net result of revenue being $55 million higher than anticipated and expenditure being $44 million higher than estimated.

The six-month revenue variance is mainly due to net income of GBEs being $49 million higher and other taxes being $24 million higher than estimated as the result of timing. These increases were partially offset by fees and other revenue being $23 million lower than estimated.

Expenditure variances are also primarily the result of timing of payments.

Government Reporting Entity Operating Statement

UNAUDITED

	Year-to-Date to September 30
	2010/11							2009/10
($000s)	Actual		Estimated		Variance			Actual
Revenue
Income Taxes		1,318,040		1,314,952		3,088			1,296,547
Other Taxes		1,581,678		1,557,759		23,919			1,560,444
Fees and Other Revenue		880,609		904,098		(23,489	)		899,848
Federal Transfers		2,094,695		2,090,160		4,535			1,982,493
Net Income of Government Business Enterprises		318,789		269,517		49,272			247,949
Sinking Funds and Other Earnings		102,482		104,272		(1,790	)		132,379
Total Revenue		6,296,293		6,240,758		55,535			6,119,660
Expenditure
Health and Healthy Living		2,476,717		2,470,571		6,146			2,396,008
Education		1,505,793		1,457,081		48,712			1,307,541
Family Services and Consumer Affairs		655,146		666,215		(11,069	)		691,739
Community, Economic and Resource Development		795,024		782,651		12,373			673,483
Justice and Other Expenditures		388,312		394,619		(6,307	)		416,406
Debt Servicing Costs		348,711		354,235		(5,524	)		378,562
Total Expenditure		6,169,703		6,125,372		44,331			5,863,739
Net Result		126,590		115,386		11,204			255,921
Transfer to Debt Retirement Account		—		—		—			(20,000	)
Net Income/(Loss)		126,590		115,386		11,204			235,921

Core government revenue and expenditure details are provided in Appendix I and II on pages 7 and 8.

-3-

PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2010

Infrastructure and Capital Asset Renewal

Expenditures for infrastructure and capital asset renewal in 2010/11 are forecast to be $1.6 billion. The projects are supported by $154 million in federal infrastructure renewal funding.

Based on principles of sound financial management, Manitoba has been able to increase the assets of the province while maintaining a manageable level of debt. Budget 2010 provides the resources for upgrading Manitoba’s roads and highways, wastewater treatment plants, health facilities across the province, building and restoring much needed social housing and modernizing our schools and post-secondary institutions.

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 continue to invest in infrastructure projects to create jobs and stimulate the economy, an increase in the net debt to GDP ratio to 26.8% was projected in Budget 2010. For fiscal year 2010/11, summary net debt to GDP is currently forecast to be 25.1%.

At the end of the second quarter, $304 million in core government capital investments have been made, with a projected investment of $792 million by fiscal year-end.

Core government capital investment details are provided in Appendix III on page 9.

SPECIAL ACCOUNTS

Fiscal Stabilization

The budgeted draw for 2010/11 includes funds advanced by the Government of Canada in previous years for health programming of $25 million and $8 million for requirements related to ecoTrust funds as well as $6 million for the interest expense associated with the core government operating shortfall. Manitoba’s Five-Year Economic Plan includes using an estimated $600 million of the funds set aside in this Account to retire a portion of the debt and interest expense associated with the core government operating shortfalls during the economic recovery period. In 2010/11, $90 million will be withdrawn for debt repayment.

Debt Retirement

The account has been collapsed in 2010/11 and the entire balance of $145 million has been utilized as part of the five-year plan to repay general purpose debt.

Pension Assets

The trust conditions of the funds held in the Pension Asset Fund 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 2010/11 as a result of 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).

-4-

PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2010

PROVINCIAL BORROWINGS, GUARANTEES AND OBLIGATIONS

Manitoba’s borrowing requirement identified in the 2010 Budget was $3.4 billion including refinancing of $1.3 billion and new cash requirements of $2.4 billion, offset by a repayment of $338 million. New cash requirements are required for general Government purposes, capital investments by departments, Manitoba Hydro and for the funding of the unfunded pension liability for the Civil Service Superannuation Plan. Estimated repayments are primarily for general purpose borrowings. At the end of the second quarter the requirement has been revised to $3.3 billion to reflect better than forecast results for fiscal years 2009/10 and 2010/11.

For the period of April 1, 2010 to September 30, 2010, $114.7 million was raised through the issue of Builder Bonds and $1.7 billion was raised in the public market.

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. The total of outstanding provincial borrowings fluctuates during the fiscal year as a result of the timing of borrowing activities of the province. The forecast for the year end has been updated to reflect this as shown in the table on the following page.

-5-

PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2010

Provincial Borrowings, Guarantees and Obligations

	2010/11 Forecast					March 31, 2010
	$ millions			$ Per Capita*		$ millions			$ Per Capita*
Provincial Borrowings, Guarantees and Obligations
General Government Programs		6,970			5,642		6,831			5,541
General Government Programs — Pensions1		2,355			1,906		2,175			1,764
Manitoba Hydro		8,574			6,940		7,730			6,271
Other Crown Organizations		1,587			1,285		1,478			1,199
Health Facilities		1,005			814		949			770
Government Enterprises and Other2		58			47		65			53
Capital Investments		2,571			2,081		1,846			1,498
Subtotal3		23,120			18,715		21,074			17,096
Other Obligations
Pension Liability		6,611					6,392
Pension Asset Fund		(4,838	)				(4,592	)
Net Pension Liability		1,773					1,800
Debt incurred for and repayable by the Manitoba Hydro Electric Board and Manitoba Lotteries Corporation		(8,564	)				(8,289	)
Education and Health Debt held by Government Enterprises		466					502
Other Debt of Crown Organizations		397					270
Subtotal		(5,928	)				(5,717	)
Total Provincial Borrowings, Guarantees and Obligations		17,192					15,357
Adjustments to arrive at Summary Net Debt
Guarantees		(170	)				(353	)
Net Financial Assets		(3,645	)				(3,210	)
Summary Net Debt4		13,377			10,828		11,794			9,568
Summary Net Debt as a percentage of GDP		25.1	%				23.5	%

Notes: Provincial Borrowings, Guarantees and Obligations

1.	In 2010/11, the Government plans to allocate an additional $180 million to address pension obligations for the civil service.
2.	Includes amounts owed relating to federal accounting errors in prior years. See Note 10, page 95 of the 2009/10 Public Accounts for additional information.
3.	Provincial Borrowings and Guarantees are payable in Canadian and U.S. dollars. As at September 30, 2010, total provincial borrowings and guarantees were payable 91% in Canadian dollars and 9% in U.S. dollars. Of this total, General Government Program borrowing and Other Crown organizations borrowings was 100% payable in Canadian dollars. Manitoba Hydro borrowings were payable 74% in Canadian dollars (72% at March 31, 2010) and 26% in U.S. dollars (28% at March 31, 2010).
4.	No projection for other comprehensive income has been included in the 2010/11 forecast.
*	The per capita data for 2010/11 is based upon population figures at July 1, 2010 and the March 31, 2010 per capita data is based upon population figures at April 1, 2010 as reported by Statistics Canada.

-6-

PROVINCE OF MANITOBA	APRIL TO SEPTEMBER 2010
2010/11 Core Government Revenue by Source	Appendix I
UNAUDITED

	Year-to-Date to September 30									Full Year
	2010/11							2009/10		2010/11							Actual
($000s)	Actual		Estimated		Variance			Actual		Forecast		Budget		Variance			2009/10
Income taxes
Individual Income Tax		1,175,120		1,185,967		(10,847	)		1,158,199		2,580,400		2,420,500		159,900			2,401,381
Corporation Income Tax		142,920		128,985		13,935			138,348		317,300		246,900		70,400			257,081
Subtotal: Income Taxes		1,318,040		1,314,952		3,088			1,296,547		2,897,700		2,667,400		230,300			2,658,462
Other Taxes
Corporations Taxes		124,547		113,314		11,233			125,788		214,200		196,200		18,000			233,159
Gasoline Tax		62,135		59,376		2,759			58,683		141,300		141,300		—			139,808
Land Transfer Tax		34,838		31,400		3,438			30,175		56,337		51,000		5,337			53,661
Levy for Health and Education		149,205		151,791		(2,586	)		146,113		377,650		377,650		—			364,736
Mining Tax		6,632		5,469		1,163			—		20,000		6,000		14,000			9,924
Motive Fuel Tax		38,127		36,502		1,625			35,510		88,600		88,600		—			90,158
Retail Sales Tax		673,180		688,131		(14,951	)		661,162		1,638,600		1,668,600		(30,000	)		1,569,845
Tobacco Tax		105,916		101,002		4,914			93,693		232,000		225,000		7,000			215,543
Other Taxes		5,038		5,642		(604	)		4,707		10,875		10,948		(73	)		11,664
Subtotal: Other Taxes		1,199,618		1,192,627		6,991			1,155,831		2,779,562		2,765,298		14,264			2,688,498
Fees and Other Revenue
Fines and Costs and Other Legal		24,704		24,938		(234	)		20,527		50,321		50,190		131			44,729
Minerals and Petroleum		16,332		12,569		3,763			10,841		21,721		12,261		9,460			17,361
Automobile and Motor Carrier Licences and Fees		67,970		65,039		2,931			66,328		118,026		118,026		—			126,925
Parks: Forestry and Other Conservation		13,459		8,650		4,809			12,764		30,543		30,144		399			34,080
Water Power Rentals		53,669		51,618		2,051			56,226		114,000		110,000		4,000			114,745
Service Fees and Other Miscellaneous Charges		46,405		46,918		(513	)		46,982		131,250		128,509		2,741			141,071
Revenue Sharing from SOAs		12,558		12,716		(158	)		11,940		25,430		25,430		—			24,380
Subtotal: Fees and Other Revenue		235,097		222,448		12,649			225,608		491,291		474,560		16,731			503,291
Federal Transfers
Equalization		1,088,506		1,088,506		—			1,031,697		2,001,517		2,001,500		17			2,063,394
Canada Health Transfer (CHT)		476,679		476,679		—			451,663		953,358		953,358		—			897,402
Canada Social Transfer (CST)		202,349		202,349		—			196,170		404,698		404,698		—			392,184
Health Funds		4,803		4,409		394			7,480		12,055		9,038		3,017			12,357
Infrastructure Renewal		239		—		239			—		154,322		150,822		3,500			55,441
Manitoba Floodway Expansion		3,463		7,000		(3,537	)		3,490		39,869		39,869		—			35,571
Shared Cost and Other Transfers		90,284		86,063		4,221			81,045		208,025		191,610		16,415			219,812
Subtotal: Federal Transfers		1,866,323		1,865,006		1,317			1,771,545		3,773,844		3,750,895		22,949			3,676,161
Net Income of Government
Business Enterprises (GBEs)
Manitoba Liquor Control Commission		84,300		83,100		1,200			78,200		246,800		246,800		—			233,677
Manitoba Lotteries Corporation		154,850		154,850		—			155,800		312,700		312,700		—			306,673
Subtotal: Net Income of GBEs		239,150		237,950		1,200			234,000		559,500		559,500		—			540,350
Total Revenue		4,858,228		4,832,983		25,245			4,683,531		10,501,897		10,217,653		284,244			10,066,762

-7-

PROVINCE OF MANITOBA	APRIL TO SEPTEMBER 2010
2010/11 Core Government Expenditure by Sector/Department	Appendix II
UNAUDITED

	Year-to-Date to September 30												Full Year
	2010/11									2009/10			2010/11									Actual
($000s)	Actual			Estimated			Variance			Actual			Forecast			Budget1			Variance			2009/102
Health and Healthy Living
Health		2,264,558			2,250,819			13,739			2,173,536			4,748,949			4,677,818			71,131			4,470,131
Healthy Living, Youth and Seniors		37,668			41,934			(4,266	)		37,371			76,139			76,635			(496	)		71,710
Total Health and Healthy Living		2,302,226			2,292,753			9,473			2,210,907			4,825,088			4,754,453			70,635			4,541,841
Education
Advanced Education and Literacy		323,998			325,678			(1,680	)		315,790			625,263			627,157			(1,894	)		599,652
Education		795,481			814,823			(19,342	)		765,971			1,508,402			1,506,790			1,612			1,464,238
Total Education		1,119,479			1,140,501			(21,022	)		1,081,761			2,133,665			2,133,947			(282	)		2,063,890
Family Services and Consumer Affairs		642,610			656,111			(13,501	)		618,127			1,374,162			1,307,034			67,128			1,290,656
Community, Economic and Resource Development
Aboriginal and Northern Affairs		19,156			20,514			(1,358	)		20,072			37,434			37,357			77			41,045
Agriculture, Food and Rural Initiatives		60,690			71,098			(10,408	)		52,543			212,757			216,894			(4,137	)		219,879
Conservation		68,992			69,425			(433	)		73,136			127,450			127,296			154			134,420
Entrepreneurship, Training and Trade		57,483			61,385			(3,902	)		53,487			149,675			150,909			(1,234	)		155,204
Housing and Community Development		27,465			27,992			(527	)		24,506			71,601			72,336			(735	)		68,810
Infrastructure and Transportation		251,690			266,711			(15,021	)		250,422			632,350			629,506			2,844			575,147
Innovation, Energy and Mines		42,981			39,946			3,035			38,342			78,263			76,105			2,158			76,188
Local Government		142,053			151,406			(9,353	)		130,408			251,921			256,629			(4,708	)		247,604
Water Stewardship		14,949			16,750			(1,801	)		15,346			33,255			33,926			(671	)		32,317
Total Community, Economic and Resource Development		685,459			725,227			(39,768	)		658,262			1,594,706			1,600,958			(6,252	)		1,550,614
Justice and Other Expenditures
Legislative Assembly		17,990			18,894			(904	)		17,228			39,363			39,263			100			36,098
Executive Council		2,049			1,907			142			1,976			3,938			4,027			(89	)		4,118
Civil Service Commission		9,373			9,575			(202	)		10,420			20,710			20,880			(170	)		20,400
Culture, Heritage and Tourism		34,372			35,464			(1,092	)		36,756			63,418			63,458			(40	)		68,799
Employee Pensions and Other Costs		(2,722	)		(3,101	)		379			(3,219	)		18,060			18,060			—			8,059
Finance		63,066			63,765			(699	)		63,215			89,413			90,148			(735	)		87,256
Justice		152,368			152,921			(553	)		146,930			431,453			407,034			24,419			408,941
Labour and Immigration		25,307			25,807			(500	)		23,759			60,680			61,132			(452	)		58,296
Sport		6,302			6,302			—			8,686			11,919			11,919			—			11,914
Enabling Appropriations		2,083			2,814			(731	)		1,367			11,066			11,328			(262	)		2,932
Other Appropriations		31,965			33,808			(1,843	)		20,719			105,707			30,151			75,556			173,876
Total Justice and Other Expenditures		342,153			348,156			(6,003	)		327,837			855,727			757,400			98,327			880,689
Less: Year-End Lapse		—			—			—			—			(32,500	)		(65,000	)		32,500			—
Debt Servicing Costs		98,997			103,828			(4,831	)		102,903			248,285			265,785			(17,500	)		240,194
Total Expenditure		5,190,924			5,266,576			(75,652	)		4,999,797			10,999,133			10,754,577			244,556			10,567,884
Subtract: Total Expenditure Estimates(above) from Total Revenue Estimate (Appendix I)		4,858,228			4,832,983			25,245			4,683,531			10,501,897			10,217,653			284,244			10,066,762
Net Result for the Year (before transfers)		(332,696	)		(433,593	)		100,897			(316,267	)		(497,236	)		(536,924	)		39,688			(501,122	)
Transfer to Debt Retirement		—			—			—						—			—			—			(20,000	)
Transfer from / (to) Fiscal Stabilization		—			—			—						38,490			38,490			—			57,186
Net Result for the Year		(332,696	)		(433,593	)		100,897			(316,267	)		(458,746	)		(498,434	)		39,688			(463,936	)

1.	Budget figures are adjusted to include Enabling Appropriations
2.	For comparative purposes the 2009/10 Actual has been re-stated to reflect the 2010/11 appropriation structure.

-8-

PROVINCE OF MANITOBA	APRIL TO SEPTEMBER 2010
2010/11 Core Government Capital Investment	Appendix III
UNAUDITED

	Year-to-Date to September 30									Full Year
	2010/11							2009/10		2010/11							Actual
($000s)	Actual		Estimated		Variance			Actual		Forecast		Budget		Variance			2009/10
General Assets
Government Services Capital Projects		47,699		66,897		(19,198	)		19,057		147,941		160,482		(12,541	)		95,219
Transportation Equipment and Aircraft		15,854		18,783		(2,929	)		6,687		58,814		58,814		—			24,733
Information Technology Projects		7,768		9,507		(1,739	)		4,071		25,357		23,114		2,243			17,407
Other Equipment and Buildings		538		2,292		(1,754	)		335		6,304		6,789		(485	)		2,966
		71,859		97,479		(25,620	)		30,150		238,416		249,199		(10,783	)		140,325
Infrastructure Assets
Provincial Roads, Highways and Airport Infrastructure		178,554		239,373		(60,819	)		225,068		367,325		367,075		250			370,220
Manitoba Floodway Expansion		48,261		50,000		(1,739	)		21,904		153,565		153,565		—			86,618
Water Control Infrastructure		1,349		2,751		(1,402	)		3,640		16,634		10,600		6,034			10,344
Parks, Cottage and Camping Projects		3,954		5,536		(1,582	)		3,921		16,547		16,757		(210	)		14,505
		232,118		297,660		(65,542	)		254,533		554,071		547,997		6,074			481,687
Total Capital Investment		303,977		395,139		(91,162	)		284,683		792,487		797,196		(4,709	)		622,012

-9-