B-8 GAZ MÉTRO RESPONSE TO
IR No. 1 from UMQ
(Gas Métro - 1 documents 1.47 - 1.58)
(English translation)
Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
Gaz Métro 1, Document 1, Page 9, Lines 31 and following
Preamble:
“Gas Métro has the expertise for the construction and management of gas
networks and the existing regulations offer an interesting guarantee allowing to
include the injection process of natural gas in the Gaz Métro network.”
Question:
1.1
Please explain what you understand by interesting guarantee.
Answer:
Gaz Métro believes that they have proven in the past to be an effective manager of the
natural gas carrier and distribution network in a regulated environment. In particular, they
must manage the flow of natural gas and ensure supply for clients wishing to benefit
from transportation and natural gas distribution services for consumption via pipelines.
The regulated environment allows various client representatives to actively contribute to
the process that leads to a regulator decision with respect to investment applications and
the establishment of proposed rates for recovering related costs.
Original: 2010.09.14
Gaz Métro – 1, Document 1.47
Page 1 of 1
269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
(ii)
Gaz Métro 1, Document 1, Page 12, Lines 10-12
Gaz Métro 1, Document 1, Page 27, Lines 7-9
Preamble:
i) “The connection pipelines are new distribution ducts allowing the connection of
the installations of the producers to the existing gas network of Gaz Métro and
the installation and maintenance of these new pipelines will be in the charge of
Gaz Métro.”
ii) “A new client must bear a fair part of the costs incurred by the supplying of all
existing clients and it is thus necessary to assess this part when the producers
are contracted.”
Question:
2.1
UMQ understands that the maintenance of new pipelines (preamble i) is not included in
the allocation to the producers of a fair part of the costs generated by supplying all
existing clients (preamble ii). If UMQ understands this correctly, would it not be
appropriate to include a provision for the future operating and maintenance specific to
the connecting pipelines? Please explain your position briefly.
Answer:
The maintenance of new pipelines is attributed to producers. See answer to request for
information 1.4 of the Régie (Gaz Métro-1, Document 1.1).
Original: 2010.09.14
Gaz Métro – 1, Document 1.48
Page 1 of 1 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Connection Model
Reference:
(i)
Gaz Métro 1, Document 1, Page 13, Lines 20-22, Graph 1
Preamble:
“If the delivery point is within the territory, and based on the place where the
interconnection point to the Gaz Métro network is located, the producers will have
access to the market of natural gas consumption provided by the “consumption area”
Question:
3.1
Please specify how many consumption areas are included in the Gaz Métro territory. If
necessary, please provide a map indicating the geographical borders of each
consumption area.
Answer:
See answer to question 3.1 of the Régie de l’énergie in document Gaz Métro-1,
Document 1.3.
Original: 2010.09.14
Gaz Métro – 1, Document 1.49
Page 1 of 1 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
Gaz Métro 1, Document 1, Page 15, Lines 10-15
Preamble:
“Gaz Métro thus intends to sign a “back stop agreement” with each producer. This
agreement would describe the circumstances and conditions leading to the
reimbursement of expenses incurred. These agreements aim to recover the amounts
Gaz Métro will have invested to ensure the connection of the acceptance point to the
existing gas network, should the project of the producer be abandoned before the tariff
contract enters into force.”
Question:
4.1
Does Gaz Métro consider submitting such an agreement together with the investment
request?
Answer:
Yes.
Question:
4.2
As of what event does the producer become a client of the distributor: when the
investment request to ensure the connection of the receiving point to the gas network is
approved by the Régie [Public Bureau] or when the contract price enters into force?
Answer:
A producer becomes a “client” at the time the contract enters into effect.
Question:
4.3
Will the producers bear the potential differences between the amounts provided on the
investment request and the actual amounts incurred at the end of the work?
Original: 2010.09.14
Gaz Métro – 1, Document 1.50
Page 1 of 2 269376\1611422v1 Answer:
Yes. Receiving point rates will be readjusted based on actual investments.
Original: 2010.09.14
Gaz Métro – 1, Document 1.50
Page 2 of 2 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
Gaz Métro 1, Document 1, Page 15, Lines 16-22
Preamble:
“The back stop agreements would be valid as of the beginning of work and would end at
the moment the tariff contract enters into force. Compliance with the agreements would
be guaranteed by a bank letter of credit issued by an institution meeting the criteria to be
valid until the signing of a contract tariff with Gaz Métro. The value of the letter of credit
should cover the costs incurred by Gaz Métro and would be progressively increased
during the construction period.”
Question:
5.1
Will the back stop agreements include the obligation to submit a bank letter of credit to
Gaz Métro?
Answer:
Yes. See answer to request for information 28.6 of the APGQ (Gaz Métro-1, Document
2.28).
Question:
5.2
Does Gaz Métro consider codifying in the service conditions the quantitative and/or
qualitative criteria to which it refers so as to structure the guarantees necessary for the
producers, for example:
5.2.1
a summary of the procedure necessary for determining the value of the letter of
credit;
5.2.2
a list of the defined criteria that must be submitted to the financial institution;
5.2.3
the procedure to be followed for any modifications made to the initial value of the
letter of credit;
5.2.4
paying off the guarantee.
Original: 2010.09.14
Gaz Métro – 1, Document 1.51
Page 1 of 2 269376\1611422v1 Answer:
Gaz Métro does not anticipate registering the guarantee requirement criteria requested
of producers in the Service Conditions and Rates, as these will not be clients of Gaz
Métro during the application period of the reimbursement agreements set out by these
guarantees. Producers will not be subject to the Service Conditions and Rates until rate
contracts enter into effect.
Original: 2010.09.14
Gaz Métro – 1, Document 1.51
Page 2 of 2 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
(i)
Gaz Métro 1, Document 1, Page 22, Lines 10-13
Gaz Métro 1, Document 1, Page 17, Lines 19-27
Preamble:
i) “If the delivery point of the producer is within the territory and if the local capacity of the
consumption area is not sufficient to absorb the injected volumes, the TCPL/TQM
[TransCanada PipeLines Limited/Trans Québec & Maritimes Pipelines Inc.] transmission
expenses will be applicable when the additional costs for the use of this network are
incurred. The additional costs for the use of the TCPL/TQM transmission network
(category “D” costs will be also invoiced.”
ii) “If the natural gas remains within the territory, Gaz Métro is responsible for contracting
additional capacities on the TCPL/TQM network. In fact, Gaz Métro is able to optimally
manage the natural gas flow circulating in its territory as it has the data concerning its
clients' consumers, as well as the natural gas injection of all the producers. Gaz Métro is
therefore best positioned to determine the additional capacity required for TCPL/TQM
transmission, as well as the periods necessary for its use. Gaz Métro considers that
having the responsibility to balance the needs of all clients (including producers) on its
territory will be to its advantage (sic).”
Question:
6.1
In the existing context of gas supply, please explain how the needs within each
consumption area and, if applicable, between the consumption areas are managed.
Answer:
Consumption areas do not have an influence on the current supply context. All
interconnection points between TCPL/TQM’s and Gaz Métro’s carrier networks are
covered by our transportation contracts. All points in the South area constitute the GMIEDA delivery area for TCPL and our transportation contracts allow us to withdraw gas
from any physical point within this area. Gaz Métro only modulates its withdrawals at
various interconnection points based on the demand in this region and does not have to
worry about transporting gas between the consumption areas.
Original: 2010.09.14
Gaz Métro – 1, Document 1.52
Page 1 of 3 269376\1611422v1 Question:
6.2
In the structure considered by Gaz Métro, does Gaz Métro consider purchasing from the
producers within the franchise the natural gas intended for the consumption of clients
who have contracted for the supply service from the distributor?
Answer:
Gaz Métro hopes to be in a position to buy locally produced gas thus diversifying their
provisions.
Question:
6.3
If the response is affirmative, will the gas be collected at the collection point?
Answer:
Yes. Possession will take place at the receiving point.
Question:
6.4
If Gaz Métro becomes the owner of the gas intended for the clients contracting the
supply service of the distributor, why and how will the additional costs for the use of the
TCPL/TQM network will be charged to the (x) producer(s)?
Answer:
Gaz Métro anticipates a potential purchase of gas at the proper value of this gas
molecule in their market. This value will be highly influenced by alternative provisions
that will be available to Gaz Métro. When Gaz Métro evaluates the price that they will
have to pay for this provision, they will have to deduct the costs that will belong to this
provision source, including the cost for transporting the gas from one consumption area
to another. It therefore seems simpler to Gaz Métro to bill this cost from one of the
injection rate components rather than subtract it from the purchase price paid to
producers. The advantage of this approach is that they are treated exactly the same,
whether the gas is purchased by Gaz Métro or by their direct purchase clients.
Question:
6.5
Can two producers have access to the same consumption area? If the response is
affirmative, please indicate how the capacity of the consumption area will be distributed
between these producers?
Answer:
Yes. Several producers can be connected to the same consumption area. Area
capacities will not be assigned to producers. As long as producers inject a quantity of
Original: 2010.09.14
Gaz Métro – 1, Document 1.52
Page 2 of 3 269376\1611422v1 natural gas that is lower than the consumption for this area (injected natural gas with a
delivery point within the territory), producers will not assume any delivery fees within the
territory because TCPL/TQM transportation costs will not be incurred.
If producer injection needs are greater than the consumption for the area (injected
natural gas with a delivery point within the territory), the natural gas must physically
climb up TCPL/TQM’s transportation system and Gaz Métro will incur the costs. All
producers in the area that inject gas, with a delivery point within the territory, will be
billed for fees so that Gaz Métro can recover the incurred costs. Fees will be calculated
by dividing the costs incurred by all injected volumes having a delivery point within Gaz
Métro’s territory.
Original: 2010.09.14
Gaz Métro – 1, Document 1.52
Page 3 of 3 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
Gaz Métro 1, Document 1, Page 27, Lines 19 and following
Preamble:
“Gaz Métro analyzed each of the distribution costs not related to the existing gas
network in order to establish a causal relation between the supply of the
producers and these costs (see column 1 of table 2) for the purpose of
determining whether they were applicable or not [...]
The total costs that must be distributed between the clients and the producers is
available in column 2 of table 2.
“Consequently, the costs selected have been distributed based on the different
allocation factors between the producers and the clients by adding the producers to the
existing clients.”
Question:
7.1
Please specify how the following costs have been established: taxes and royalties,
income tax, yield based on pricing, available in column 2 of table 2.
Answer:
See answer to request for information 13.1 of the ACIG (Gaz Métro-1, Document 1.25).
Question:
7.2
Referring to the allocation factors and the appropriate generators, please explain how
the selected costs have been allocated to producers, as they are presented in columns
3, 4, 5 and 6 of table 2.
Answer:
See answer to request for information 13.1 of the ACIG (Gaz Métro-1, Document 1.25).
Original: 2010.09.14
Gaz Métro – 1, Document 1.53
Page 1 of 1 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
Gaz Métro 1, Document 1, Page 35, Lines 13 and following
Preamble:
“The annual cost of the TCPL/TQM additional transmission capacities will be
divided by the volumes injected in the consumption area and planned to be
delivered within the territory by the producers. The unit rate thus obtained will be
invoiced on all the volumes actually injected having the territory as delivery point.
(emphasis added)
It is understood that Gaz Métro will use the volumes planned injected daily and
annually, having the territory as delivery point, based on the data that will be sent
by the producers [...].”
Question:
8.1
If UMQ understands this right, the unit rate of the volume delivered within the territory
will be obtained by dividing the additional expenses for use incurred on the TCPL/TQM
transmission network by the volumes planned. This rate will be applicable to the
volumes actually injected having the territory as delivery point. If the volume expected is
higher than the volumes actually injected, is there a risk that the additional expenses
incurred for the use of the TCPL/TQM transmission network be not completely
recovered? Please explain.
Answer:
Yes. The risk of projection is always part of the reality of the rate cause as forecasts are
done several months prior to the start of the financial year. Gaz Métro does not consider
that this projection risk is different from the existing projection risk for all current
consumer clients.
Question:
8.2
If the answer to 8.1 is affirmative, how will this opportunity cost be taken into
consideration?
Answer:
Original: 2010.09.14
Gaz Métro – 1, Document 1.54
Page 1 of 2 269376\1611422v1 Rates are fixed at the start of the year depending on volume projections. If actual
volumes are less than projected volumes and that the transportation capacity on
TCPL/TQM was anticipated for these volumes, a shortfall will be recorded for
transportation tools. The difference between costs actually incurred and the income
generated by applying the rate will be entered in a deferred fee account.
Question:
8.3
If two producers supply the same consumption area and if one of the two injects exactly
the volume anticipated and the other injects a lower volume than that anticipated, what
will be the method establishing a “level playing field” between the two?
Answer:
It is the total consumption in an area that is shared on a pro rata basis of volumes
injected within the territory, and having access to this consumption area, that determines
the “playing field”, rates will be adjusted from one year to another (Gaz Métro-1,
Document 1, page 22). See also answer to request for information 8.2 of the UMQ.
Original: 2010.09.14
Gaz Métro – 1, Document 1.54
Page 2 of 2 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
(i)
Gaz Métro 1, Document 1, Page 36, Lines 6 and 7
Gaz Métro 1, Document 1, Page 34, Lines 23 and following
Preamble:
“i) “The applicable rates for each consumption area will be initially established at
the moment of the investment requests, according to the method suggested in
this section.”
ii) “If the volumes injected in the area exceed the volumes consumed by the
clients, the transmission cost corresponding to this TCPL/TQM exceeding
transmission capacity, which must be contracted by Gaz Métro to route the gas
towards another consumption area, will be calculated. This TCPL/TQM
transmission service cost will vary depending on the distance covered.”
Question:
9.1
Will Gaz Métro establish, as of the investment request, the anticipated volumes to be
daily and annually injected, the consumption capacity of the consumption area the
producer is subject to, as well as the consumption area towards which the exceeding
volumes will be routed?
Answer:
Gaz Métro will do the best of their ability.
Original: 2010.09.14
Gaz Métro – 1, Document 1.55
Page 1 of 1 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
Gaz Métro 1, Document 1, Page 49, Lines 14 and 15
Preamble:
“The contract is drawn up in the following cases:
1. the client is invoiced at the distribution tariff DM, D3, D4 or D5 or the
[acceptance tariff]; [...].”
Question:
10.1
To avoid ambiguity, UMQ requires that the sentence be interpreted as follows (cut off the
“or” before D5; add “to” before the acceptance tariff):
1. the client is invoiced at the distribution tariff DM, D3, D4 or D5 or the
[acceptance tariff]; [...]
Please present your position on the corrections suggested by UMQ.
Answer:
The sentence should read as follows:
“The contract is written in the following cases:
1° the client is billed at the DM, D3, D4, D5 distribution rate or the receiving
rate; [...]”
Original: 2010.09.14
Gaz Métro – 1, Document 1.56
Page 1 of 1 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
(ii)
(iii)
Gaz Métro 1, Document 1, Page 52, Lines 5 and 5
Gaz Métro 1, Document 1, Page 53, Lines 14-16
Gaz Métro 1, Document 1, Article 7.3.2
Preamble:
i) “All clients concluding the same contract are jointly and severally liable for all
the natural gas invoices.”
ii) “If the client fails to pay at least one natural gas invoice until due date during
the retention period of the deposit, the distributor renews the retention period of
the deposit for a duration equal to the initial retention period.”
iii) 7.3.2. OTHER CONTRACT
All clients at the same address for service are jointly and severally liable to pay
the total natural gas bills on which they are specifically identified.
Question:
11.1
In preamble i) Your proposal is to delete the words “natural gas” on the grounds that this
statement could be confusing, as the invoices issued by Gaz Métro are not issued only
for the supply of natural. In accordance with the above reasoning, would there not be
grounds for suggesting the deletion of the terms “of natural gas” appearing in preambles
ii and iii)?
Answer:
Gaz Métro agrees with UMQ’s proposal to delete the “natural gas” terms that appear in
preambles (ii) and (iii).
Original: 2010.09.14
Gaz Métro – 1, Document 1.57
Page 1 of 1 269376\1611422v1 Gaz Métro Limited Partnership
Creation of a Natural Gas Receiving Rate, R-3732-2010
GAZ MÉTRO’S RESPONSE TO A REQUEST FOR INFORMATION
Origin:
Request for information #1 dated August 19th, 2010
Applicant:
Union des municipalité du Québec
Reference:
(i)
(ii)
(iii)
Gaz Métro 1, Document 1, Page 73, Article 16.6.3
Gaz Métro 1, Document 1, Page 43, Lines 11-14
Gaz Métro 1, Document 1, Page 32, Table 4
Preamble:
i) “The contract with the client may include a provision automatically renewing it
at maturity, or failing to renew the contract, requiring the payment by the
customer of compensation to the distributor. This allowance is equivalent to the
book value of assets upon termination of the contract plus the income that the
client would have incurred if it had been under contract until the cuts and the
increases caused by the connection of the client to the network are reached.
If another client wishing to inject natural gas in the network of the distributor
requests to access, during the period covered by the indemnity, all or a part of
the [CMC] issued by the client who paid the indemnity, the latter can be partially
reimbursed by the distributor, as agreed on by the parties.”
ii) “Gaz Métro contracts require an initial minimum term of 10 years for customers
subject to tariff approval. When the initial contract concluded with the producer
expires, the latter can renew the contract or, in certain cases, pay compensation.
If the producer decides not to renew the contract and if the break-even point is
not reached, the producer must pay compensation to Gaz Métro. This
compensation would be equal to the book value of the assets at that moment
plus the opportunity cost (difference between its tariff and the income requested)
that the producer would pay if it were bound by a contract until the break-even
point is reached, which must correspond, in the majority of situations, to the
duration of the amortization, i.e. 20 years.”
Question:
12.1
If the contract is not renewed, is the producer still bound to the Service Conditions and
Tariff or, in other words, is the producer still the client of Gaz Métro?
The situation described as well as the consequences generated are not ruled by the
“ordinary courts” and, consequently, should they not be included in the Service
Conditions and Tariff? Please explain your answer.
Original: 2010.09.14
Gaz Métro – 1, Document 1.58
Page 1 of 3 269376\1611422v1 Answer:
A client ceases to be a client at the time the contract is not renewed. Contracts will
dictate the rights and obligations of the parties and will be subject to the jurisdiction of
common law courts.
Question:
12.2
Has the distributor set a method (besides the deposit) so as to manage the bankruptcy
risk of such producer?
Answer:
See answer to request for information 9.2 of TCE (Gaz Métro-1, Document 1.45), as well
as requests for information 10.3 and 10.4 of the Régie (Gaz Métro-1, Document 1.10).
Question:
12.3
Please present Table 4 showing year 10.
Answer:
See answer to request for information 10.2 of the Régie in document Gaz Métro-1,
Document 1.10).
Question:
12.4
Supposing the simulation presented in Table 4, point iii) ends on year 10, please present
the compensation, if applicable, that this client would pay if it did not renew its contract.
Answer:
See Excel spreadsheet named Tableaux III and IV, Exemple d’indemnité.
Question:
12.5
UMQ imposes that the validity of the initial contract the producer agrees on be
established provided that the producer is aware of the reserves of shale gas (probably
considered as a trade secret). instead of offering compensation in the event that the
producer decided, after 10 years not to renew his contract, has the distributor considered
adjusting the break-even point to the duration of the contract, with the risk of asking the
producer for a contribution, which could be possibly reimbursed if the contract were
renewed after the initial 10-year period. Please emphasize in your answer the
advantages and/or disadvantages of such approach.
Original: 2010.09.14
Gaz Métro – 1, Document 1.58
Page 2 of 3 269376\1611422v1 Answer:
Several rate models are possible, but Gaz Métro believes that the model retained is
more likely to adjust to the development of this new clientele while being fair and
reasonable for everyone.
The question cannot be clarified if we must respond on the basis of the point of view of
existing clients, Gaz Métro or producers. It is clear that the benefits for some can
become inconveniences for others depending on the various proposals.
For existing Gaz Métro clients, the options for a longer contract or a reimbursable
contribution seem to be relatively neutral with respect to our proposal for the entire
period. Some may defend the argument that longer contracts and particularly advance
contributions would be marginally favourable in some cases but not all.
However, regardless of the various producer financial capacities, that can vary
considerably, these options can become very restrictive and risk damaging development
considerably by limiting access to important capital for this new client category.
With respect to contract duration and a reimbursable contribution, Gaz Métro is of the
opinion that if benefits are marginal for clients and Gaz Métro, the inconveniences would
be much greater for producers, even unfair.
Project Hypotheses
3
Annual volume (m )
Total capital investment ($)
Distribution costs unrelated to gas network (4.0% of investment) ($)
Regulated Parameters
Useful lifetime of assets (years)
3 3
Régie de l’énergie fee rate ($/10 m )
3 3
Régie du bâtiment fee rate ($/10 m )
Utility tax rate
Income tax
Debt rate (weighted cost)
Equity rate (weighted cost of equity of ordinary and privileged shareholders)
Percentage of debt
Percentage of equity of shareholders (ordinary and privileged)
Weighted rate of capital
Rate break-even point (years)
500,000,000
45,000,000
1,800,000
20
0.311486
0.411000
1.50%
26.90%
6.91%
8.55%
54%
46%
7.67%
20
[Refer to corresponding .pdf file to view second Table]
Original: 2010.09.14
Gaz Métro – 1, Document 1.58
Page 3 of 3 269376\1611422v1