Obligation Québec Province 2.75% ( US748149AF82 ) en USD

Québec Province

100 % ⇌

Canada

US748149AF82 ( en USD )

2.75% par an ( paiement semestriel )

25/08/2021 - Obligation échue

Prospectus brochure de l'obligation Province of Quebec US748149AF82 en USD 2.75%, échue

748149AF8

La province du Québec, située au Canada, est la seule province majoritairement francophone, possédant une culture et une identité distinctes, et contribuant significativement à l'économie canadienne par ses secteurs agricole, manufacturier et touristique.

L'Obligation émise par Québec Province ( Canada ) , en USD, avec le code ISIN US748149AF82, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/08/2021

http://www.sec.gov/Archives/edgar/data/722803/000110465911048096/...
424B5 1 a11-24727_1424b5.htm FINAL PROSPECTUS SUPPLEMENT 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-171105

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 15, 2011)

U.S.$1,400,000,000

2.750 % Global Notes Series QK due August 25, 2021

We will pay interest on the Notes semi-annually in arrears on February 25 and August 25 of each year, commencing
February 25, 2012. The Notes will mature on August 25, 2021. We may not redeem the Notes prior to maturity unless certain events
occur involving Canadian taxation. See "Description of Notes--Maturity, Redemption and Purchases".

We will make all payments of principal of and interest on the Notes in U.S. dollars. We will make all such payments without
deduction for, or on account of, taxes imposed or levied by or within Canada, subject to the exceptions described in this prospectus
supplement.

We have undertaken to the underwriters to use all reasonable efforts to have the Notes admitted to the Official List of the UK
Listing Authority and to trading on the London Stock Exchange plc's regulated market, which is a regulated market for purposes of the
Markets in Financial Instruments Directive (2004/39/EC), as soon as possible after the closing of the issue. We cannot guarantee that
these applications will be approved and settlement of the Notes is not conditional on obtaining the listing.

Per Note
Total

Price to public(1)
99.610%
U.S.$ 1,394,540,000

Underwriting discounts and commissions
0.250%
U.S.$
3,500,000

Proceeds, before expenses, to Québec(1)
99.360%
U.S.$ 1,391,040,000

(1) Plus accrued interest from August 25, 2011, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Delivery of the Notes, in book-entry form, will be made through The Depository Trust Company ("DTC"), Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about August 25, 2011.

BofA Merrill Lynch
Deutsche Bank Securities
J.P. Morgan
Scotia Capital

National Bank of Canada
BMO Capital
Financial
Markets

CIBC
RBC Capital
TD
Markets
Securities

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BNP PARIBAS
Casgrain & Company Limited

Desjardins Capital
HSBC
Mitsubishi UFJ
RBS
Markets
Securities

The date of this prospectus supplement is August 18, 2011.

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TABLE OF CONTENTS

Prospectus Supplement

Page

NOTICE REGARDING OFFERS IN THE EEA
S-3
ABOUT THIS PROSPECTUS SUPPLEMENT
S-4
DOCUMENTS INCORPORATED BY REFERENCE
S-5
FORWARD-LOOKING STATEMENTS
S-5
SUMMARY
S-6
RECENT DEVELOPMENTS
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USE OF PROCEEDS
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DESCRIPTION OF NOTES
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TAX MATTERS
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UNDERWRITING
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VALIDITY OF THE NOTES
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OFFICIAL STATEMENTS
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GENERAL INFORMATION
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Prospectus

Page

WHERE YOU CAN FIND MORE INFORMATION
2
FORWARD-LOOKING STATEMENTS
3
QUÉBEC
3
USE OF PROCEEDS
3
DESCRIPTION OF THE SECURITIES
3
JURISDICTION
11
PLAN OF DISTRIBUTION
12
DEBT RECORD
12
AUTHORIZED AGENT
12
VALIDITY OF THE SECURITIES
12
OFFICIAL STATEMENTS
13

You should rely only on the information contained in this document or to which we have referred you. We have not
authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell
these securities. The information in this document may only be accurate on the date of this document.

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Please note that in this prospectus supplement, references to "we", "our" and "us" refer to Québec and all references to the
"European Economic Area", or "EEA", are to the Member States of the European Union together with Iceland, Norway and
Liechtenstein.

NOTICE REGARDING OFFERS IN THE EEA

If and to the extent that this prospectus supplement is communicated in, or the offer of the Notes to which it relates is
made in, any Member State that has implemented the Prospectus Directive (as defined below) (a "Relevant Member State"),
this prospectus supplement and the offer are only addressed to and directed at persons in that Relevant Member State who
are qualified investors within the meaning of the Prospectus Directive or otherwise in compliance with either Article 3(2)(c)
and (e) of the Prospectus Directive or subject to written prior approval of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Article 3(2)(b) of the Prospectus Directive and must not be acted upon by other persons in that Relevant
Member State.

This prospectus supplement has been prepared on the basis that any offers of Notes in any Relevant Member State
will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make any
offer in that Relevant Member State of the Notes that are the subject of the offering contemplated in this prospectus
supplement must only do so in circumstances in which no obligation arises for Québec or any of the underwriters to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer. Neither Québec nor the underwriters have authorized, nor do
they authorize, the making of any offer of the Notes in circumstances in which an obligation arises for Québec or the
underwriters to publish a prospectus supplement or prospectus for such offer.

In the two preceding paragraphs, the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member State)
and includes any relevant implementing measures in the Relevant Member State and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.

This is not a prospectus under the Directive 2003/71/EC (the "Prospectus Directive") but an advertisement as
defined in the Prospectus Directive and investors in the EEA should not subscribe for or purchase Notes once admitted to
trading on the London Stock Exchange plc's (the "London Stock Exchange") regulated market except on the basis of
information in the Listing Prospectus (as defined below). Québec intends to file a single prospectus (the "Listing Prospectus")
pursuant to Section 5.3 of the Prospectus Directive with the Financial Services Authority in its capacity as competent
authority under the Financial Services and Markets Act 2000 as amended for the purpose of having the Notes admitted to
trading on the London Stock Exchange's regulated market as soon as possible after closing of this issue. Once approved, the
Listing Prospectus will be published in accordance with the Prospectus Directive and investors will be able to view the Listing
Prospectus on the website of the Regulatory News Service operated by the London Stock Exchange at
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html under the name of Quebec and
the headline "Publication of Prospectus" and investors shall be able to obtain copies without charge from the office of
Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB during normal
business hours and from the office of the Direction du financement des organismes publics et de la documentation financière,
at the Ministère des Finances at 12, rue Saint-Louis, Québec, Québec, Canada G1R 5L3.

This prospectus supplement is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant
Persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such

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Notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this
document or any of its contents.

In connection with the issue of the Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or person or persons acting
on its behalf) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, there is no assurance that Merrill Lynch, Pierce, Fenner & Smith Incorporated
(or person or persons acting on its behalf) will undertake stabilization action. Any stabilization action may begin on or after the date
on which adequate public disclosure of the terms of the Notes is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization
action or over-allotment will be conducted by Merrill Lynch, Pierce, Fenner & Smith Incorporated (or a person or persons acting on
its behalf) in accordance with all applicable laws and rules.

ABOUT THIS PROSPECTUS SUPPLEMENT

You should read this prospectus supplement along with the accompanying prospectus. Both documents contain information
you should consider when making your investment decision. You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the accompanying prospectus. Québec has not authorized anyone else to provide you with
different information. Québec is not offering to sell or soliciting offers to buy any securities other than the Notes offered under this
prospectus supplement, nor is Québec offering to sell or soliciting offers to buy the Notes in places where such offers are not
permitted by applicable law. You should not assume that the information in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date of this prospectus supplement.

Québec is furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective investors in
connection with their consideration of a purchase of Notes. Québec confirms that:

·
the information contained in this prospectus supplement is true and correct in all material respects and is not

misleading;

·
it has not omitted other facts the omission of which makes this prospectus supplement as a whole misleading; and

·
it accepts responsibility for the information it has provided in this prospectus supplement and the prospectus.

In this prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in
Canadian dollars. On August 18, 2011 the noon spot exchange rate for U.S. dollars as reported by the Bank of Canada, expressed in
Canadian dollars, was $0.9901.

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DOCUMENTS INCORPORATED BY REFERENCE

The prospectus incorporates by reference Québec's Annual Report on Form 18-K for the fiscal year ended March 31, 2011
and the amendments to that report filed through the date of this prospectus supplement, in addition to all future annual reports and
amendments to annual reports, and any other information we file with the Securities and Exchange Commission (the "Commission")
pursuant to Sections 13(a) and 13(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until we sell all of
the Notes. See "Where You Can Find More Information" in the accompanying prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus supplement contains forward-looking statements. Statements that are not historical facts, including
statements about Québec's beliefs and expectations, are forward-looking statements. These statements are based on current plans,
estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of
the date they are made, and Québec undertakes no obligation to update publicly any of them in light of new information or future
events. Forward-looking statements involve inherent risks and uncertainties. Québec cautions you that actual results may differ
materially from those contained in any forward-looking statements.

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SUMMARY

This summary must be read as an introduction to this prospectus supplement and the accompanying prospectus and
any decision to invest in the Notes should be based on a consideration of this prospectus supplement and the accompanying
basic prospectus as a whole, including the documents incorporated by reference.

Essential Characteristics of the Issuer

In this Summary, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian
dollars. The fiscal year of Québec ends March 31. "Fiscal 2011" and "2010-2011" refer to the fiscal year ended March 31, 2011,
and, unless otherwise indicated, "2010" means the calendar year ended December 31, 2010. Other fiscal and calendar years are
referred to in a corresponding manner. Any discrepancies between the amounts listed and their totals in the tables included in this
prospectus supplement are due to rounding.

Québec is one of the ten provinces of Canada. Québec is the largest province by area (1,541,000 square kilometers or 594,860
square miles, representing 15.4% of the geographical area of Canada) and the second largest province by population (7.9 million,
representing 23.2% of the population of Canada, as of January 2011). The population of Quebec has increased on average by 0.8%
per year since 2006. In the same period, the population of Canada has increased on average by 1.1%.

Québec has a modern, developed economy, in which the service sector contributed 75.6%, the manufacturing industry 16.3%, the
construction industry 5.9% and the primary sector 2.2% of real GDP at basic prices in chained 2002 dollars in 2010. Québec's real
GDP represented 20.8% of Canada's real GDP in 2010. The leading manufacturing industries in Québec are food products, primary
metal products (including aluminum smelting), petroleum and coal products, transportation equipment products (including aircraft and
motor vehicles and associated parts), chemical products, paper products and fabricated metal products. Québec also has significant
hydroelectric resources, generating 32.0% of the electricity produced in Canada in 2010.

Montréal and Ville de Québec, the capital of Québec, are the centers of economic activity. Montréal is one of the main industrial,
commercial and financial centers of North America and is Canada's second largest urban area as measured by population. Port of
Montréal, situated on the St. Lawrence River, is Canada's second largest port in terms of operating revenues and provides access to
the Atlantic Ocean and the inland navigation system of the Great Lakes.

The Québec government (the "Government") and the Government of Canada share the power to levy personal income taxes in
Québec. The Government levies and collects its own personal income tax at rates ranging from 16% to 24% in three brackets.

In Québec, businesses are subject to a tax on profits and a payroll tax. A tax rate of 11.9% is applied to the profits of
corporations. Small and medium-size enterprises are taxed at a reduced rate of 8% that applies on the first $500,000 of income from
an eligible business. Québec's major sources of revenue other than taxes are transfer payments from the Government of Canada.

French is the official language of Québec and is spoken by approximately 95% of its population.

Constitutional Framework

Canada is a federation of ten provinces and three federal territories, with a constitutional division of responsibilities between the
federal and provincial governments as set out in The Constitution Acts, 1867 to 1982 (the "Constitution").

Under the Constitution, each provincial government has exclusive authority to raise revenue for provincial purposes through
direct taxation within its territorial limits. Each provincial government also has exclusive authority to regulate education, health,
social services, property and civil rights, natural resources, municipal institutions and, generally, to

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regulate all other matters of a purely local or private nature in its province, and to regulate and raise revenue from the exploration,
development, conservation and management of natural resources.

The Parti Québécois, which has as its principal objective the sovereignty of Québec, formed the Government from September
1994 to April 14, 2003. During its term in office, the Parti Québécois tabled in the National Assembly a Bill entitled An Act
respecting the future of Québec (the "Act"), which provided that upon receipt of a favorable vote in a referendum, the Act would be
enacted and Québec would proclaim its sovereignty following a formal offer to Canada of a treaty of economic and political
partnership. In November 1995, a slight majority of Québec citizens (50.6%) voted against the Act.

The Supreme Court of Canada decided in August 1998, on a reference from the Government of Canada in which Québec did not
participate, that (i) under the Constitution, Québec may not secede unilaterally without negotiation with the other parties in the
Canadian Confederation within the existing constitutional framework; (ii) under international law, Québec has no right to secede
unilaterally from Canada; (iii) nonetheless, the clear repudiation by the people of Québec of the existing constitutional order and the
clear expression of a desire to pursue secession would oblige the other provinces and the Government of Canada to negotiate in
accordance with constitutional principles, and Québec would also have to negotiate in accordance with such principles; and (iv) if
Québec were to so negotiate but face unreasonable intransigence from the other parties, it would be more likely to be recognized than
if it did not itself act according to constitutional principles in the negotiations.

The Québec Liberal Party, a federalist party, won a third consecutive mandate at the general election in December 2008. It
currently forms the Government in the National Assembly. With regard to the constitutional issue, the Québec Liberal Party pursues a
policy that emphasizes the values of Canadian federalism. In particular, its platform is focused on strengthening Québec's place
within the federation, on forming new alliances with the other provinces and on promoting intergovernmental cooperation. The next
general election must be called no later than December 2013.

Public Finances

The Minister of Finance is responsible for the general administration of the Government's finances. The Financial
Administration Act and the Balanced Budget Act, as amended, govern the management of public monies of Québec and the Public
Administration Act governs the management of financial, human, physical and information resources of the Administration.

All monies received or collected from any source over which the Parliament of Québec has power of appropriation form the
Consolidated Revenue Fund of Québec. The Budget and appropriations from the Consolidated Revenue Fund and consolidated
entities are published at the beginning of each fiscal year. The Government also publishes a Monthly Report on Financial
Transactions.

The Balanced Budget Act is designed to ensure that, on a multi-year basis, the Government maintains a balanced budget.

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Summary Statistics

The information below is qualified in its entirety by the detailed information provided elsewhere in this document.

Economy
(dollar amounts in millions)

2006
2007
2008
2009
2010

GDP at current market prices
282,505
295,928
302,412
302,497
317,671

% change GDP in chained 2002 dollars(1)
1.8%
2.1%
1.2%
-0.7%
2.9%

Personal income
236,642
249,883
260,592
261,806
272,308

Capital expenditures
51,809
57,055
60,118
58,858
64,144

International exports of goods
73,177
69,798
70,760
58,031
59,205

Population at July 1 (in thousands)
7,632
7,687
7,751
7,828
7,907

Unemployment rate
8.1%
7.2%
7.2%
8.5%
8.0%

Consumer Price Index % change
1.7%
1.6%
2.1%
0.6%
1.2%

Average exchange rate (US$ per C$)
0.88
0.93
0.94
0.88
0.97

Consolidated Financial Transactions(2)
Fiscal year ending March 31
(dollar amounts in millions)

Preliminary
Budget
Results
Forecast
2008
2009
2010
2011(3) (4)
2012

Consolidated Revenue Fund

Own-source revenue
49,464
48,773
47,994
46,925
50,336

Federal transfers(5)
13,629
14,023
15,161
15,451
15,039

Total revenue
63,093
62,796
63,155
62,376
65,375

Program spending
(54,826)
(58,550)
(61,579)
(59,819)
(61,284)

Debt service
(7,021)
(6,504)
(6,117)
(6,934)
(7,794)

Total expenditure
(61,847)
(65,054)
(67,696)
(66,753)
(69,078)

Contingency reserve
--
--
--
(300)
(300)

Net results of Consolidated Revenue Fund
1,246
(2,258)
(4,541)
(4,677)
(4,003)

Net results of consolidated entities
404
1,007
1,601
1,209
1,143

Surplus (deficit) within the meaning of the
public accounts
1,650
(1,251)
(2,940)
(3,468)
(2,860)

Revenue of the Generations Fund
(449)
(587)
(725)
(732)
(940)

Stabilization reserve(6)
(1,201)
1,845
433
--
--

Accounting modifications
--
--
58
--
--

Consolidated budgetary balance within the
meaning of the Balanced Budget Act
0
7
(3,174)
(4,200)
(3,800)

Deposit of dedicated revenues in the
Generations Fund(7)
449
587
725
732
940

Consolidated budgetary balance
449
594
(2,449)
(3,468)
(2,860)

Consolidated non-budgetary requirements
(1,156)
(1,124)
(2,269)
(3,002)
(4,674)

Consolidated net financial requirements(8)
(707)
(530)
(4,718)
(6,470)
(7,534)

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Funded Debt of Public Sector (net of sinking fund balances)
As of March 31
(dollar amounts in millions) (9)

Preliminary
Unadjusted(10)
Unadjusted(10)
Unadjusted(10)
Results
2007
2008
2009
2010
2011(4)

Government Funded Debt

Borrowings Government
109,714
112,507
124,549
126,731
139,035

Borrowings to finance Government
Enterprises
31
25
221
217
855

Government Guaranteed Debt(11)
32,674
32,399
36,668
36,385
37,723

Municipal Sector Debt
16,409
17,321
18,639
19,538
20,307

Other Institutions(12)
2,023
1,552
931
1,055
817

Public Sector Funded Debt(13)
160,851
163,804
181,008
183,926
198,737

Per capita ($)
21,076
21,309
23,353
23,496
25,134

As a percentage of GDP(14)
56.9%
55.4%
59.8%
62.2%
65.6%

Personal income
68.0%
65.6%
69.6%
73.6%
76.4%

(1)
Adjusted for the effects of inflation in the currency from year to year.

(2)
The categories set forth reflect the presentation of the 2011-2012 Budget.

(3)
As of Fiscal 2011, the 2011-2012 Budget incorporates the implementation of the Land Transportation Network Fund (FORT)

and the Tax Administration Fund (FRAF). The creation of these two funds does not affect the Government's budgetary balance.
However, it modifies the level of own-source revenue, program spending and net results of consolidated entities
(see "Government Finances -- Financial Administration").
(4)
The Preliminary Results 2011 are based on financial information presented as at March 31, 2011 in the 2011-2012 Budget

which was tabled on March 17, 2011. These preliminary results are subject to change.
(5)
Federal transfers are presented on an accrual basis (see "Government Finances -- Financial Administration").

(6)
A negative amount indicates an allocation to the reserve and a positive amount, a use of the reserve.

(7)
The Generations Fund was created in June 2006 by the adoption of the Act to reduce the debt and establish the Generations

Fund and is a separate entity from the Consolidated Revenue Fund. This law establishes the fund as a permanent tool for
reducing the debt burden. In addition, it stipulates that the sums accumulated in the Generations Fund are dedicated exclusively
to repaying the debt.
(8)
Since Fiscal 2010, the Consolidated net financial requirements take into account the budgetary and non-budgetary transactions

of the health and social services and education networks.
(9)
Canadian dollar equivalent at the dates indicated for loans in foreign currencies after taking into account currency swap

agreements and foreign exchange forward contracts.
(10) Starting in 2009-2010, reflects the line-by-line consolidation of the results of network institutions with those of the Government.

The figures for Fiscal 2007 to Fiscal 2009 have not been restated.
(11) Represents debt of Hydro-Québec.

(12) The figures for Fiscal 2007 to Fiscal 2009 have not been restated on a line-by-line consolidated basis. Figures for Fiscal 2010

and Fiscal 2011 represent debt of the universities other than the Université du Québec and its constituents.
(13) Includes debt covered by the Government's commitments.

(14) Percentages are based upon the prior calendar year's GDP and Personal income.

Essential Characteristics and Risks Associated with the Notes.

Issuer
Québec.
Securities Offered
U.S.$1,400,000,000 aggregate principal amount of 2.750% Global Notes Series QK due
August 25, 2021.
Maturity Date
August 25, 2021
Interest Payment Dates
We will pay you interest in two equal semi-annual installments on February 25 and August 25
of each year, commencing February 25, 2012.
Interest Rate
2.750% per year. Whenever it is necessary to compute any amount of interest in respect of the
Notes other than with respect to regular semi-annual payments, we will calculate such

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