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

Exhibit 99.1

Province of Manitoba

2011/12 Quarterly Financial Report

April to September 2011

CONTENTS

Introduction

Quarterly Financial Results

INTRODUCTION

Budget 2011 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, 2011, as well as an updated financial forecast for the current fiscal year.

Given the significance of the wide spread flooding this year, an update on the related one-time costs for 2011/12 are being presented separately.

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

2011 SPRING FLOOD UPDATE

As noted at the end of the first quarter, unprecedented flooding in 2011 has resulted in significant unbudgeted expenditures for flood fighting, mitigation work and financial assistance programs that will affect the budgeted results for 2011/12. At the end of the second quarter, $437 million has been expended on the spring flood.

While the projected costs of the disaster are $815 million, the net impact of the flood effort is still reliant on the results of ongoing consultations with Canada respecting cost-sharing. Based on current cost projections, the provincial cost will be $343 million. This includes the core government projection of $181 million, after anticipated federal recoveries of $472 million, and $162 million reflected in Manitoba Agricultural Services

Corporation for support related to excess moisture and unseeded acres.

The forecast of unbudgeted expenditures for the 2011 spring flood includes funding for the Building and Recovery Action Plan and other financial assistance of $483 million to support homeowners, businesses, First Nation communities and municipalities as well as $332 million to support livestock and crop producers for AgriRecovery and excess moisture programs.

In addition, the projection for infrastructure expenditures is $159 million, including the restoration of bridges, roads and dikes and the construction of the outlet channel to alleviate the pressure on Lake Manitoba and Lake St. Martin.

Year to Date Actual and Full Year Projection of 2011 Spring Flood

For the Fiscal Year Ending March 31, 2012

UNAUDITED

Expenditure ($000s)	September 30 Actual	Full Year Projection
Flood Fighting	78,094	78,094
Mitigation, Restoration and Floodproofing	32,181	180,606
Financial Assistance Programs
AgriRecovery	98,551	170,400
Lake Manitoba Financial Assistance (cottage, home, farm)	9,651	142,000
Hoop and Holler Compensation Program	2,348	10,700
Other Financial Assistance (municipal and individual)	51,624	67,300
Agri Insurance/ Excess Moisture	161,761	161,761
Property Tax Relief Program	3,049	4,000
Subtotal Financial Assistance Programs	326,984	556,161
Total Expenditure	437,259	814,861

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

GOVERNMENT REPORTING ENTITY (GRE)

Excluding 2011 Spring Flood Costs

The summary forecast for fiscal year 2011/12, net of flood related costs, is a summary net loss of $646 million, a negative variance of $211 million from the budgeted net loss of $435 million.

At the end of the second quarter, core government revenue is forecast to be $42 million lower than budget, primarily as a result of timing of federal transfers for infrastructure renewal and the floodway expansion.

Expenditures in core government are anticipated to be higher than budget primarily

due to pressures in the areas of supports for families ($60 million) and public safety and corrections ($33 million). The government continues to monitor these pressures and expenditure management initiatives are being implemented to address them.

Projections from other reporting entities indicate net income in the government business enterprises (GBEs) of $63 million lower than budget.

Projection of Summary Net Income /(Loss)

For the Fiscal Year Ending March 31, 2012

UNAUDITED

	2011/12 Second Quarter Forecast									2011/12 Budget
(Millions of Dollars)	Core Government			Consolidation Impacts and  Other Reporting Entities			Summary			Core Government			Consolidation Impacts and  Other Reporting Entities			Summary			Summary Variance
Revenue		10,730			2,559			13,289			10,772			2,622			13,394			(105	)
Expenditure		11,439			2,604			14,043			11,348			2,626			13,974			69
In-Year Adjustment/Lapse		(48	)		(60	)		(108	)		(65	)		(80	)		(145	)		37
NET RESULT FOR THE YEAR		(661	)		15			(646	)		(511	)		76			(435	)		(211	)
Transfer from Fiscal Stabilization Account		47			(47	)		—			50			(50	)		—			—
NET INCOME (LOSS) PRIOR TO 2011 SPRING FLOOD		(614	)		(32	)		(646	)		(461	)		26			(435	)		(211	)

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

QUARTERLY FINANCIAL RESULTS

The unaudited net result of the Government Reporting Entity for the first six months of the fiscal year is $539 million, $98 million better than estimated, prior to the inclusion of the 2011 spring flood costs. The six month spring flood expenditures were $25 million lower than projected as a result of timing.

The six-month revenue variance of $76 million is due to receipts from the federal government for income taxes and other federal transfers received earlier than forecast, offset by lower than estimated results for the GBEs. The expenditure variance of $22 million is primarily the result of timing.

Government Reporting Entity Operating Statement

UNAUDITED

	Year-to - Date to September 30
	2011/12									2010/11
($000s)	Actual			Estimated			Variance			Actual
Revenue
Income Taxes		1,470,979			1,451,695			19,284			1,318,040
Other Taxes		1,865,078			1,861,787			3,291			1,581,677
Fees and Other Revenue		640,971			651,441			(10,470	)		880,609
Federal Transfers		2,067,751			1,985,115			82,636			2,094,696
Net Income of Government
Business Enterprises		251,738			274,124			(22,386	)		318,789
Sinking Funds and Other Earnings		61,678			57,911			3,767			102,482
Total Revenue		6,358,195			6,282,073			76,122			6,296,293
Expenditure
Health and Healthy Living		2,435,363			2,478,074			(42,711	)		2,476,718
Education		1,342,241			1,256,589			85,652			1,504,650
Family Services and Consumer Affairs		681,226			690,400			(9,174	)		653,881
Community, Economic and
Resource Development		754,532			803,403			(48,871	)		792,392
Justice and Other Expenditures		368,800			375,963			(7,163	)		393,352
Debt Servicing Costs		237,220			237,001			219			348,711
Total Expenditure		5,819,382			5,841,430			(22,048	)		6,169,704
In-Year Adjustment/Lapse		—			—			—			—
Net Result		538,813			440,643			98,170			126,589
2011 Spring Flood Contingency
Expenditure		(437,260	)		(462,582	)		25,322			—
Recovery from Disaster Financial
Assistance		—			—			—			—
Total 2011 Spring Flood Contingency		(437,260	)		(462,582	)		25,322			—
NET INCOME (LOSS)		101,553			(21,939	)		123,492			126,589

Core government revenue and expenditure details are provided in Appendix I and II on pages 8 and 9.

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

Infrastructure and Capital Asset Renewal

Expenditures for infrastructure and capital asset renewal in 2011/12 are forecast to be $1.7 billion to support continued economic growth and provide for the services Manitobans need in the future. The projects are supported by $65 million in federal 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 2011 continues to provide 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 26.2% was projected in Budget 2011. For fiscal year 2011/12, summary net debt to GDP is currently forecast to be 25.8%.

At the end of the second quarter, $310 million in core government capital investments have been made, with a projected investment of $914 million by fiscal year-end.

Core government capital investment details are provided in Appendix III on page 10.

SPECIAL ACCOUNTS

Fiscal Stabilization

The budgeted draw for 2011/12 includes health-related programming of $25 million and $8 million for requirements related to ecoTrust funds.

Manitoba’s Five-Year Economic Plan incorporated a legislated requirement to dedicate at least $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 2011/12, $110 million will be withdrawn for debt repayment as well as $14 million for the interest expense associated with the core government operating shortfall.

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 2011/12 as government continues to address 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).

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

PROVINCIAL BORROWINGS,

GUARANTEES AND OBLIGATIONS

Manitoba’s borrowing requirement identified in the 2011 Budget was $3.8 billion including refinancing of $2.0 billion and new cash requirements of $2.7 billion, offset by prefunding of $489 million and estimated repayments of $412 million.

New cash requirements are necessary for general government purposes, capital investments by departments, health facilities, post-secondary institutions, 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 and departmental capital investment.

At the end of the second quarter, Manitoba’s borrowing requirement has been revised to $4.5 billion. The revision is primarily for general purpose debt to fund the costs related to the significant flooding event pending timing of recoveries from the federal government.

The total of 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 is shown in the table on the following page.

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

Provincial Borrowings, Guarantees and Obligations

	2011/12 Forecast					March 31, 2011
	$ millions			$ Per Capita*		$ millions			$ Per Capita*
Provincial Borrowings, Guarantees and Obligations1
General Government Programs		7,637			6,107		6,925			5,535
General Government Programs—Federal Flood Relief		354			283		—			—
General Government Programs—Pensions2		2,595			2,075		2,355			1,882
Manitoba Hydro		8,901			7,117		8,362			6,684
Other Crown Organizations		1,868			1,494		1,641			1,312
Health Facilities		1,264			1,011		1,015			811
Government Enterprises and Other		41			33		51			41
Capital Investments		3,183			2,545		2,546			2,035
Subtotal3		25,843			20,665		22,895			18,300
Other Obligations
Pension Liability		6,827					6,600
Pension Assets		(5,134	)				(4,828	)
Net Pension Liability		1,693					1,772
Debt incurred for and repayable by the Manitoba Hydro Electric Board, net of sinking funds		(8,660	)				(8,199	)
Education and Health Debt held by Government Enterprises		496					471
Other Debt of Crown Organizations, net of sinking funds		255					263
Subtotal		(6,216	)				(5,693	)
Total Provincial Borrowings, Guarantees and Obligations		19,627					17,202
Adjustments to arrive at Summary Net Debt
Guarantees		(241	)				(165	)
Net Financial Assets		(4,650	)				(4,200	)
Summary Net Debt		14,736			11,783		12,837			10,261
Summary Net Debt as a percentage of GDP		25.8	%				24.0	%

Notes: Provincial Borrowings, Guarantees and Obligations

1. Provincial borrowings, guarantees and obligations are net of sinking funds.

2. In 2011/12, the Government plans to allocate an additional $240 million to address pension obligations for the civil service.

3. Provincial Borrowings and Guarantees are payable in Canadian and U.S. dollars. As at September 30, 2011, total provincial borrowings and guarantees are payable 92% in Canadian dollars and 8% in U.S. dollars. Of this total, General Government Program borrowings and Other Crown organizations borrowings are 100% payable in Canadian dollars. Manitoba Hydro borrowings are payable 78% in Canadian dollars (78% at March 31, 2011) and 22% in U.S. dollars (22% at March 31, 2011).

* The per capita data for 2011/12 is based upon population figures at July 1, 2011 and the March 31, 2011 per capita data is based upon population figures at July 1, 2010 as reported by Statistics Canada.

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

2011/12 Core Government Revenue by Source	Appendix I
UNAUDITED

	Year-to-Date to September 30									Full Year
	2011/12							2010/11		2011/12							2010/11
($000s)	Actual		Estimated		Variance			Actual		Forecast		Budget		Variance			Actual
Income taxes
Individual Income Tax		1,269,025		1,262,959		6,066			1,175,120		2,724,800		2,724,800		—			2,591,827
Corporation Income Tax		201,954		188,736		13,218			142,920		423,400		423,400		—			329,918
Subtotal: Income Taxes		1,470,979		1,451,695		19,284			1,318,040		3,148,200		3,148,200		—			2,921,745
Other Taxes
Corporations Taxes		88,390		87,492		898			124,547		182,200		188,000		(5,800	)		225,119
Fuel Taxes		124,288		123,503		785			100,262		247,200		247,200		—			241,423
Land Transfer Tax		38,235		36,921		1,314			34,837		63,435		62,500		935			58,697
Levy for Health and Education		188,280		188,772		(492	)		149,205		393,400		395,400		(2,000	)		373,944
Mining Tax		24,608		24,568		40			6,632		35,000		35,000		—			41,954
Retail Sales Tax		853,664		849,735		3,929			673,180		1,676,100		1,671,100		5,000			1,618,412
Tobacco Tax		128,598		127,261		1,337			105,916		250,400		253,400		(3,000	)		233,658
Other Taxes		10,359		9,221		1,138			5,038		14,308		11,490		2,818			13,759
Subtotal: Other Taxes		1,456,422		1,447,473		8,949			1,199,617		2,862,043		2,864,090		(2,047	)		2,806,966
Fees and Other Revenue
Fines and Costs and Other Legal		23,734		24,678		(944	)		24,704		50,778		50,582		196			48,590
Minerals and Petroleum		19,365		15,933		3,432			16,332		27,646		22,314		5,332			25,682
Automobile and Motor Carrier Licences and Fees		71,217		71,204		13			67,970		130,326		130,026		300			131,322
Parks: Forestry and Other Conservation		13,211		7,851		5,360			13,459		30,106		29,379		727			28,888
Water Power Rentals		58,319		54,087		4,232			53,669		115,000		115,000		—			114,850
Service Fees and Other Miscellaneous Charges		41,208		42,068		(860	)		46,405		133,537		135,842		(2,305	)		136,436
Revenue Sharing from SOAs		12,715		12,715		—			12,558		26,180		26,180		—			25,430
Subtotal: Fees and Other Revenue		239,769		228,536		11,233			235,097		513,573		509,323		4,250			511,198
Federal Transfers
Equalization		1,108,768		1,108,764		4			1,088,506		1,941,727		1,941,700		27			2,001,518
Canada Health Transfer (CHT)		501,080		501,080		—			476,679		1,001,359		1,002,200		(841	)		948,896
Canada Social Transfer (CST)		208,003		208,004		(1	)		202,349		415,538		416,000		(462	)		404,249
Health Funds		4,517		4,516		1			4,803		9,000		9,000		—			11,800
Infrastructure Renewal		—		—		—			185		37,800		66,500		(28,700	)		41,514
Economic Stimulus		—		—		—			54		16,763		17,903		(1,140	)		87,889
Manitoba Floodway Expansion		1,439		6,000		(4,561	)		3,463		9,939		22,491		(12,552	)		16,639
Shared Cost and Other Transfers		126,577		78,176		48,401			90,285		178,578		172,022		6,556			215,006
Subtotal: Federal Transfers		1,950,384		1,906,540		43,844			1,866,324		3,610,704		3,647,816		(37,112	)		3,727,511
Net Income of Government
Business Enterprises (GBEs)
Manitoba Liquor Control Commission		87,557		80,700		6,857			84,300		252,300		254,800		(2,500	)		250,496
Manitoba Lotteries Corporation		168,000		168,000		—			154,850		343,400		348,300		(4,900	)		332,101
Subtotal: Net Income of GBEs		255,557		248,700		6,857			239,150		595,700		603,100		(7,400	)		582,597
Total Revenue		5,373,111		5,282,944		90,167			4,858,228		10,730,220		10,772,529		(42,309	)		10,550,017

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

2011/12 Core Government Expenditure by Sector/Department	Appendix II
UNAUDITED

	Year-to-Date to September 30												Full Year
	2011/12									2010/11			2011/12									2010/11
($000s)	Actual			Estimated			Variance			Actual2			Forecast			Budget1			Variance			Actual2
Health and Healthy Living
Health		2,380,788			2,330,920			49,868			2,264,651			4,929,359			4,925,016			4,343			4,676,444
Healthy Living, Youth and Seniors		43,226			47,788			(4,562	)		37,576			79,470			77,897			1,573			74,921
Total Health and Healthy Living		2,424,014			2,378,708			45,306			2,302,227			5,008,829			5,002,913			5,916			4,751,365
Education
Advanced Education and Literacy		334,075			336,781			(2,706	)		323,859			659,054			661,537			(2,483	)		620,083
Education		862,545			863,537			(992	)		794,477			1,590,718			1,586,218			4,500			1,508,831
Total Education		1,196,620			1,200,318			(3,698	)		1,118,336			2,249,772			2,247,755			2,017			2,128,914
Family Services and Consumer Affairs		677,614			686,764			(9,150	)		641,345			1,450,054			1,389,633			60,421			1,359,242
Community, Economic and Resource Development
Aboriginal and Northern Affairs		18,322			23,319			(4,997	)		19,156			38,395			38,551			(156	)		37,988
Agriculture, Food and Rural Initiatives		74,903			52,047			22,856			60,474			218,085			230,577			(12,492	)		192,334
Conservation		65,345			67,004			(1,659	)		68,622			132,472			131,251			1,221			123,375
Entrepreneurship, Training and Trade		47,439			59,422			(11,983	)		51,065			142,461			142,252			209			155,147
Housing and Community Development		41,778			42,837			(1,059	)		27,484			84,146			83,076			1,070			51,690
Infrastructure and Transportation		256,496			252,584			3,912			249,935			598,289			594,299			3,990			615,394
Innovation, Energy and Mines		53,021			53,786			(765	)		48,377			98,497			89,480			9,017			87,395
Local Government		157,828			172,046			(14,218	)		142,935			306,804			307,952			(1,148	)		283,208
Water Stewardship		15,811			17,081			(1,270	)		14,779			34,767			35,450			(683	)		31,846
Total Community, Economic and Resource Development		730,943			740,126			(9,183	)		682,827			1,653,916			1,652,888			1,028			1,578,377
Justice and Other Expenditures
Legislative Assembly		25,041			25,009			32			17,990			55,874			55,284			590			37,132
Executive Council		2,552			2,380			172			2,049			3,992			4,027			(35	)		4,123
Civil Service Commission		9,692			10,438			(746	)		9,576			21,556			21,656			(100	)		19,284
Culture, Heritage and Tourism		34,917			35,053			(136	)		34,136			64,567			64,100			467			62,982
Employee Pensions and Other Costs		(2,566	)		(3,142	)		576			(2,722	)		13,817			15,817			(2,000	)		8,715
Finance		60,821			61,516			(695	)		62,713			86,379			87,516			(1,137	)		88,927
Justice		161,340			165,194			(3,854	)		151,651			464,780			431,898			32,882			424,148
Labour and Immigration		22,273			25,907			(3,634	)		25,304			62,455			62,794			(339	)		59,271
Sport		5,761			5,771			(10	)		6,302			11,959			11,959			—			12,665
Enabling Appropriations		2,662			2,807			(145	)		8,229			12,174			12,174			—			3,376
Other Appropriations		25,176			18,830			6,346			31,965			30,200			30,151			49			118,400
Total Justice and Other Expenditures		347,669			349,763			(2,094	)		347,193			827,753			797,376			30,377			839,023
Debt Servicing Costs		100,013			99,794			219			98,997			248,959			257,785			(8,826	)		233,200
Total Expenditure		5,476,873			5,455,473			21,400			5,190,925			11,439,283			11,348,350			90,933			10,890,121
Subtract: Total Revenue Estimate (Appendix 1)		5,373,111			5,282,944			90,167			4,858,228			10,730,220			10,772,529			(42,309	)		10,550,017
In-Year Adjustment/Lapse3		—			—			—			—			(47,500	)		(65,000	)		17,500			—
Net Result for the Year		(103,762	)		(172,529	)		68,767			(332,697	)		(661,563	)		(510,821	)		(150,742	)		(340,104	)
2011 Spring Flood Contingency
Expenditure		(275,499	)		(462,582	)		187,083			—			(652,604	)		(30,000	)		(622,604	)		—
Recovery from Disaster Financial Assistance		—			—			—			—			472,209			27,000			445,209			—
Total 2011 Spring Flood Contingency		(275,499	)		(462,582	)		187,083			—			(180,395	)		(3,000	)		(177,395	)		—
Transfer from Fiscal Stabilization Account		—			—			—			—			46,500			49,500			(3,000	)		270,000
NET INCOME (LOSS)		(379,261	)		(635,111	)		255,850			(332,697	)		(795,458	)		(464,321	)		(331,137	)		(70,104	)

1. Budget figures are adjusted to include Enabling Appropriations.

2. For comparative purposes the 2010/11 Actual has been re-stated to reflect the 2011/12 appropriation structure.

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PROVINCE OF MANITOBA APRIL TO SEPTEMBER 2011

2011/12 Core Government Capital Investment	Appendix III
UNAUDITED

	Year-to-Date to September 30									Full Year
	2011/12							2010/11		2011/12							2010/11
($000s)	Actual		Estimated		Variance			Actual		Forecast		Budget1		Variance			Actual
General Assets
Government Services Capital Projects		52,400		60,956		(8,556	)		47,699		126,424		147,336		(20,912	)		105,078
Transportation Equipment and Aircraft		16,611		17,122		(511	)		15,854		73,443		76,403		(2,960	)		55,633
Information Technology Projects		3,274		6,515		(3,241	)		7,766		18,565		20,455		(1,890	)		18,634
Other Equipment and Buildings		723		1,349		(626	)		540		12,862		21,816		(8,954	)		9,826
		73,008		85,942		(12,934	)		71,859		231,294		266,010		(34,716	)		189,171
Infrastructure Assets
Provincial Roads, Highways and Airport Infrastructure		148,604		187,238		(38,634	)		178,554		337,000		368,000		(31,000	)		359,030
Manitoba Floodway Expansion		44,939		52,000		(7,061	)		48,261		107,233		133,133		(25,900	)		73,816
Water Control Infrastructure		38,228		8,625		29,603			1,349		221,928		24,150		197,778			24,742
Parks, Cottage and Camping Projects		5,577		5,805		(228	)		3,954		16,757		16,757		—			13,719
		237,348		253,668		(16,320	)		232,118		682,918		542,040		140,878			471,307
Total Capital Investment		310,356		339,610		(29,254	)		303,977		914,212		808,050		106,162			660,478

1. Budget figures are adjusted to include Enabling Appropriations.

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