Good morning and welcome to Dominion’s second quarter earnings conference call. On the call today, we have Tom Farrell, CEO; Mark McGettrick, CFO; and other members of senior management. [Operator instructions.] I would now like to turn the call over to Tom Harlin, vice president of investor relations and financial analysis, for the Safe Harbor statement.

Good morning, and welcome to Dominion’s second quarter 2013 earnings conference call. During this call, we will refer to certain schedules included in this morning’s earnings release and pages from our earnings release kit. Schedules in the earnings release kit are intended to answer the more detailed questions pertaining to operating statistics and accounting. Investor Relations will be available after the call for any clarification on these schedules. If you have not done so, I encourage you to visit the investor relations page on our website, register for e-mail alerts, and view our second quarter 2013 earnings documents. Our website address is www.dom.com. In addition to the earnings release kit, we have included a slide presentation on our website that will guide this morning's discussion. And now for the usual cautionary language. The earnings release and other matters that will be discussed on the call today may contain forward-looking statements and estimates that are subject to various risks and uncertainties. Please refer to our SEC filings, including our most recent annual report on Form 10-K and our quarterly report on Form 10-Q, for a discussion of factors that may cause results to differ from management's projections, forecasts, estimates, and expectations. Also on this call, we will discuss some measures of our company's performance that differ from those recognized by GAAP. Those measures include our second quarter 2013 operating earnings and our operating earnings guidance for the third and fourth quarters of 2013, the full year 2013, as well as operating earnings before interest and tax commonly referred to as EBIT. Reconciliation of such measures to the most directly comparable GAAP financial measures we are able to calculate and report are contained on schedules 2 and 3 and pages 8 and 9 in our earnings release kit. Joining us on the call this morning are our CEO, Tom Farrell; our CFO, Mark McGettrick, and other members of our management team. Mark will discuss our earnings results for the second quarter of 2013 and our guidance for the third and fourth quarters. Tom will review our operating and regulatory activities for the quarter and review the progress we’ve made on our growth plan. I will now turn the call over to Mark McGettrick.

Good morning. Dominion’s operating earnings were $0.62 per share for the second quarter, compared to our guidance range of $0.60 to $0.70 per share. Earnings for the quarter were impacted by lower than expected kilowatt hour sales at Virginia Power, a function of both milder weather and lower than expected economic growth in our commercial and governmental sectors and operating losses at our producer services business, driven by large basis declines. GAAP earnings were $0.35 per share for the quarter. The difference between second quarter GAAP and operating earnings were driven by the following charges. First, we recorded a charge of $70 million associated with the sale of our Brayton Point and Kincaid power stations. The majority of this charge was driven by cost to redeem debt at both facilities. We expect to close this transaction in the third quarter of this year, with only FERC approval remaining. Second, we decided to exit all activities in our producer services business except fuel management services for Appalachia producers and Dominion affiliates. Emerging shale production has fundamentally changed the regional gas markets, all but eliminating seasonal and locational pricing variations. The mark-to-market value of our open forward positions results in a charge of $24 million. We expect to sell the majority of these positions by year-end. In addition, we terminated lease agreements for two small gas processing facilities in Ohio and West Virginia, and we’ll mothball these units over the next two years. These plants were built before the Utica and Marcellus shale potential was known and are not large enough to economically accommodate high-volume shale wells. Finally, we reflected a $17 million charge in support of our operation and maintenance expense reduction program. A reconciliation of operating earnings to reported earnings can be found on schedule 2 of the earnings release…

Good morning. Each of our business units achieved year over year improvements in operations and all but one group improved on record-setting safety performance. The second quarter net capacity factor of the six remaining Dominion nuclear units was 93%. Until our April 7 shutdown of North Anna Unit 2, for a scheduled refueling outage, all seven of our then-operating nuclear units operated continuously for 125 days. Millstone 3 achieved a breaker to breaker continuous run of over 500 days. We continue to move forward on our growth plans. Construction of the 1,329 megawatt Warren County combined cycle plant is progressing on schedule and on budget for a late 2014 commercial operation date. Overall, the project is 43% complete, engineering is 91% complete, procurement is 99%, and construction 35% complete. About 1,400 people are presently employed at the site. Last week the Virginia State Corporation Commission approved the company’s CPCN and rider applications for the Brunswick County Power Station. The final notice to proceed was issued [to floor] yesterday, and we will immediately begin construction of the 1,358 megawatt three on one combined cycle facility and expect it to be in service by mid-2016. The conversion of the Altavista, Southampton, and Hopewell plants from coal to biomass are progressing on schedule and on budget. The Altavista plant was placed into service last month. The remaining projects will be operational later this year. We have a number of electric transmission projects at various stages of regulatory approval and construction. For example, last week a hearing examiner recommended approval of the Skiffes Creek line to support reliability in Hampton Roads. Our plans include new investments of over $500 million per year in growth projects, including the systematic rebuild of the 500 KB loop that is the backbone of our transmission network. Progress in…

[Operator instructions.] Our first question will come from Dan Eggers with Credit Suisse.

Could you give us a little more detail on your O&M cutting plans, kind of maybe a little more detail on what’s going in to get the $100 million out? And as you guys are getting into the program, are you seeing room for additional savings beyond that number at this point?

The $100 million is really broken down in three main areas. About $50 million is coming from a reduction in staffing contractors and a remeasurement of our pension and OPEB. And let me just touch base on that for a second. We’ve had some staffing reductions around our service territory to address this. Those are essentially complete. We have reduced contractors in support of our maintenance and our capital work and those are also complete. And because of the significant change that has occurred in our staffing levels with the disposition of our [merchant] plants, specifically Kiwani, Break Point, Elwood, and Kincaid, as well as these incremental staff reductions that I just mentioned, we took a remeasurement of our pension and OPEB obligation in June, which will also support that $50 million annual savings due to staffing, contractors, and pension/OPEB. So that’s the first piece. The second piece is we’re going to reduce between $10 million and $15 million in administrative and general expenses in support of our business units. That process is well on its way and will be completed here shortly. And the remaining reductions are spread across the company in maintenance and in outage expense from all of our business units. So in aggregate, that is the key breakdown for the O&M. Now, in terms of longer term, we would expect this level of reduction to be able to be carried forward beyond this year.

And are you guys seeing more savings opportunities as you get into this? You have a bunch of companies this quarter who have talked about additional cuts and kind of bigger changes to retirement and healthcare benefits and that sort of stuff to try and manage the slow growth environment.

Well, I think if you look across the spectrum our operating expenses versus our peers are quite low in comparison. And I think as we’ve gotten into this, the $100 million level has been achievable for us, but we really haven’t seen anything incremental to that based on the plans we have thus far.

And then on the producer services business exit, can you just walk me through for the full year how much earnings you guys expected from that business? And then will there be any residual costs beyond the exit and the charge you guys took this quarter?

And then just on the retail business you guys have exited Illinois entirely. Where are you guys seeing opportunities in that business, and are there signs of margins stabilizing at this point?

Let me ask Paul Koonce to answer that.

We’re seeing continued opportunities, clearly, in Texas. That’s been a good market for us. We were recently ranked number one by JD Power in the Baltimore market area. We’re seeing good customer growth in the Baltimore area as well as in Ohio. And we continue to have a lot of customers we continue to serve in Pennsylvania. Illinois, we just never made any progress, and so it just made sense for us to make sure that we’re focusing our efforts on where we can see customer growth.

And then I guess just one last question on the Blue Racer side of the business. How should we think about additional asset moves from Dominion into Blue Racer over the next 12 or 18 months? Is there a list or something we should track to figure out when they make sense to transfer over?

The longer we’ve spent with our partners at Caiman in the Blue Racer joint venture, the more opportunities we’ve found. There’s a lot of gas, as we’ve mentioned. There’s a big increase in wells being permitted, a big increase in wells being drilled, particularly in the Utica. We have a lot of assets sitting there in Ohio, where we have this geographic region. TL-288 wasn’t contemplated as we started the year, so it’s an example of the kind of thing. That’s a pretty significant one. But we’re finding other opportunities we can either build or find other assets we have to contribute. And I think it’s also important to recognize that the Blue Racer partnership with Caiman, we’re very pleased with it, but it’s only limited to eastern Ohio and a few counties in Pennsylvania. We have geographic regions in Pennsylvania, West Virginia. Ultimately we are expecting, at some point, New York State, which we have a lot of assets to open up to drilling. So I’m answering a little bit broader than your question. I think Blue Racer shows us the opportunities there are in this business, and not just in that JV, but in other areas.

Our next question will come from Steven Fleishman with Wolfe Research.

Just to follow up on that last question, you mentioned other opportunities in the other regions outside Ohio. Is it possible we might hear something on similar ventures for those in the near future?

I’m not going to predict when you might hear something. We’re managing the business as we have, but we’re always trying to look at other areas. So I don’t want to give a timeframe around it. But we have a variety of things we’re looking at.

On the sales issue, to the degree that you determine that the sales weaknesses sustained due to sequestration or whatever the issue is, how should we think about that in the context of meeting your 5% to 6% growth rate long term?

That’s a very good question. If you break it out, you see that the residential sales growth was pretty good, just about 2% in the quarter. Data centers was quite good, 12%, I think, in the quarter. The issue has shown up in commercial sales. Governmental we actually don’t expect to be a long term issue. We think that was anecdotal to the quarter for a variety of reasons. The commercial, though, is an issue that we’re looking at very carefully in northern Virginia, in particular eastern Virginia, around the naval base and the air bases and things we have in that part of the state. Commercial sales can come back quite rapidly. So we don’t know. We’re not going to make any judgments about what’s going on with our sales growth based the anomalies in the second quarter. But we are watching it carefully. As far as the overall 5-6% growth, we have a lot of things going on at our company. We have, you’ll see merchant growth next year in the power prices we have. Finally, we’re through the trough of declining portions in merchant power with the sale of the fossil assets, which we will close on this quarter. We have Blue Racer opportunities, we have other opportunities in gas infrastructure. We are not unaware of what other companies are doing with financial structures. So we’ve got lots of things we’re looking at. We have rider revenues. Brunswick was just approved, for example. We expect to come through the biannual review as we said previously, with our base rates intact. We have electric transmission growth projects. So you take all the pieces together. We don’t see any reason to change our 5-6% earnings growth targets at this time. If the sales issue continues, and if we conclude that it’s longer term, we’ll take a look at what that means in the overall context, but we aren’t anywhere near that point right now.

Just one last quick question on any kind of more color on DOE and LNG export? I think we’re maybe kind of past the 60 days since the last approval.

Yeah, we are. Just to make sure we’re all on the same page, Steve’s referencing, of course, when the last permit was issued in May, one of the assistant secretaries at DOE said they thought they were in a position to issue these permits ongoing, about every 60 days or thereabouts. We are past that 60-day window. Secretary Moniz in the interim has been appointed, confirmed. He’s reorganized the department. He’s getting to know his folks. He has said recently that he’s examined the studies that were done on the economic impacts for non-free trade agreement countries, and indicated that no more studies are needed, that that study was adequate for their purposes. He examined the Freeport permit process, found that to be properly done. So, all that said, we don’t have any particular information that you don’t have, but we anticipate more action from the Department of Energy pretty soon. And we’ve said since March, when we had our analyst day, that we expected to get the DOE export permit during 2013, by the end of this year. And we still think that’s the right timeframe.

Our next question will come from Paul Fremont with Jefferies.

It looks like retail is already, year to date, at the low end of your guidance range. Should we expect a further decline in the remainder of the year in retail? Or is retail going to be flat to last year for the second half?

You know, if you look at where it is, and then you look at the third and fourth quarter, when you look at the third quarter last year and the fourth quarter last year, they actually had lower than expected margins because of some of the mark-to-market value that came in the second quarter 2012, so that when you do a full year comparison, what you ought to see is retail still hitting within this guidance range.

And then I guess I’m not quite understanding on producer services. You’re talking about sort of an ongoing contribution of $15 million to $20 million. Where’s that coming from?

You know, producer services, over the years, really engaged in a number of activities. One was the supply management, the transportation and storage management, for mid-Atlantic and northeast utilities. That’s the activity that we’re stopping. There really is no value for us to add in that procurement process. The activities that will continue are really fee-based services for small Appalachian producers. Now, granted, in light of the Marcellus and Utica, it’s a pretty small subset of producers, but they still pay our Dominion field service team a fee for getting gas from point A to point B, aggregating that gas, and really that’s what we’ll continue to do, in addition to really focusing on the gas supply procurement activities for our Virginia Power fleet and our [unintelligible]. As we’ve built out our gas fleet, that has become a much more important activity, and so we’ll really be focusing our resources on that.

And my last question is, I guess you showed about $1.5 billion of interest rate swaps at the end of the first quarter. Is that mostly floating effects, or what makes up those swaps?

It’s a mix. Some of it is fixed to floating, which we’ve talked about, and we really initiated a number of years ago. That’s the majority of it. But also some of that is reflected in hedging for future issues that we have for both ’13 and ’14 in terms of anticipated debt issues.

So how much of that would be fixed to floating, like on a percentage basis?

I don’t have that in front of me. We’ll follow up with you after the call on that.

Okay, and is there any concern there about the effect of rising interest rates on those positions?

No, really not. They’re fairly short term dated. And I have to tell you, when we put those on three years ago, four years ago now, they have just been terrific for us, and they continue to be. So they’re not longer term dated to give us any concern on any significant rise.

Our next question comes from Stephen Byrd with Morgan Stanley.

I wanted to just look longer term at your generation needs beyond Brunswick. And thinking about if you’re in a more muted low growth, perhaps 5% or 1% low growth, can you talk broadly about, as you think about more generation requirements down the road, how should we be thinking about that longer term?

Well, we file an IRP every year that keeps us up to date. PJM does its own analysis. We’re still in a deficit situation in Virginia. We are still catching up with what happened over the course of an entire decade, 2000s, when nothing was built in the state whatsoever, and we had very rapid growth. So we’re still in a deficit situation. We’re catching up with that. Brunswick is an important part of that. But you need to remember, Brunswick is only replacing plants we’re shutting down. Brunswick didn’t gain us any ground at all on our short position. We had to shut down the Chesapeake plants and two of the three units at Yorktown. And Brunswick is just making up that deficit. So we’ve got a long way to go. Our plan shows another combined cycle later in this decade. We’re continuing our development of north Anna unit three. We don’t know what will happen with that. So I think you should expect to see this plan continuing through the balance of the decade, and our planning horizon hasn’t gotten into 2021 yet.

Understood. And just following up on thinking about low growth, you had mentioned Hampton Roads in your remarks, about slowdown in governmental customers. When you all think about further government slowdown in spending, not just in the military heavy Hampton Roads area, but also in the Virginia as well, do you have a sense for the outlook for power demand from the governmental side of things under a variety of scenarios? How much of a risk or an opportunity is that going forward over the next 12 months?

Well, government load for us is larger than you’ll find at many utilities. It’s about 10%. But by contrast, we have a much lower industrial load than many utilities have. I think I said a few minutes ago that the slowdown in governmental load in the Hampton Roads area that we saw in the second quarter we think is an anomaly, and do not expect that to continue. There’s a variety of reasons around that. The issue is more concentrated really in northern Virginia, the commercial sector, which is where what they used to call the Beltway Bandits are, the defense contractors and all the think tanks that are there serving the government. So we’re going to watch that very closely and see how it progresses over the course of the year, but we do not expect to change the overall need to close the gaps we have in generation in Virginia. It’s not that it’s [not] an important part of our growth, but it doesn’t overwhelm the rest of it. Keep in mind, our residential usage grew 2% year to date, which is pretty healthy. And that’s 40% of our load.

Our next question will come from Paul Patterson with Glenrock Associates.

Just on the sales growth, the numbers that you were giving, Mark, was that weather-adjusted?

It was weather-normalized, on slide 4 of the deck.

And then in terms of the data centers, that’s in what, commercial? Or governmental?

It’s shown in commercial, but we show it on this slide separate, because we thought it was important. Data centers, we’re still seeing very, very strong growth, so we broke it out of commercial. Otherwise, commercial would show a growth of about 0.8 of a percent, almost 1%. And I think that masks what the real commercial growth is, so we broke it out separate and showed data centers separately. It’s at 12%, and commercial growth slightly negative for the year.

And then with the Brayton and Kincaid, just what happened there? I thought you guys would have already [brought] this thing down and you’ve got the sales set up, so I’m just wondering what happened, and is that sort of finally over?

Nothing really happened. We were hoping that the sale would be complete in the second quarter, waiting for FERC approval. FERC has a defined timeframe in which they review these, and it actually doesn’t expire until the middle of September. But we thought we might get it in the second quarter. So we’re going to wait and go ahead and retire into fees that debt at the same time we got the proceeds in. But because it wasn’t approved, we decided to go ahead and take care of that and just get it behind us. It was part of our plan initially, it was part of our financing plan initially, so we just went ahead and took care of that one open item in the quarter.

And then finally, just on Millstone, just a quick question, the expiration of the Millstone tax, just what’s the expected annual impact of that? And also, with the [unintelligible] reliability issue associated with natural gas that they’re talking about in terms of some little changes potentially in terms of fuel supply for fossil power plants, just how do you see that impacting the market in New England? I know you guys are nuclear, but just in general, does that benefit you guys in the future? Or are we already seeing it pretty much right now in the market?

Let me answer the first part of that question, and Dave Christian will answer the second part. The first part, in terms of the tax, the tax was a burden on us of about $40 million a year, in a normal operating year. It’s based on run time of the units, so [playing out], it’s just good to change that a little bit. But that tax will expire in the third quarter, and so that will go away. That’s what we showed on one of our slides today, that in the fourth quarter we would have a pickup year over year of about $10 million.

Yeah, and on the [unintelligible] New England reliability studies that are underway, we’ve got market policy people that are participating in that process because we’re a key stakeholder. But I think fundamentally, we’re not seeing anything negative coming out of that, that we are absolutely participating in the stakeholder process.

Would you stand to benefit, though? It would seem that the [calls would be pushed upon] merchant gas guys, and you guys are not really fossil.

Yeah, we’re essentially base load running all the time. I think it would be speculative to predict any particular upside to that.

I’ll just remind you, the only gas unit we have left in the northeast is Manchester. It’s already dual fuel, so it has a lot of optionality that some of those other units don’t have.

Our next question will come from Jonathan Arnold with Deutsche Bank.

I have one question on the TL-388 drop down, and just sort of parsing that back to the Blue Racer trajectory slide that you gave at the analyst day. Is this something that would have been part of the 14-15 outlook, and it’s being pulled forward? Or is this an asset that wasn’t really contemplated for the drop down before?

It’s an asset that was not contemplated. It is not a pull forward from the 2014 or 2015 plan.

So as we look at that, it should be incremental, then, to that slide?

Correct.

And then on the third quarter, you referenced this outage expense number that’s going to weigh on the third quarter, and you listed quite a number of positives that it’s just going to offset. Can you give us a little more color on what’s going on there?

We have a planned nuclear outage scheduled in the third quarter of this year, which we did not have one in the third quarter of last year.

So it’s just the planned nuclear outage, it’s not performance?

That’s right.

Our next question comes from Julian Smith with UBS.

If you could clarify on the cost cuts, just what’s the annualized impact as it stands today for ’14? I know you’ve talked about a number of different numbers, but just to make sure we’re crystal clear about that.

Well, we told you it was in the range of $100 million annually, and that you should expect $30 million in the third quarter and I think we gave you actually cents per share in the fourth quarter, but if you do the math, it’s about $40 million in the fourth quarter. So we’ve seen about $20 million to $30 million thus far.

All right, so the full $100 million annualized by 2014.

That’s correct.

And then on the governmental sales, clearly it seems as if sequestration’s impacting it. Was this sort of a one-time drop, and you’re seeing it flatten out? Or is there a continued degradation, if you will, that you’ve seen of late? Just trying to get a sense as to, looking towards ’14 and onwards, if this has sort of happened, that we’re re-baselining, or is there sort of a continual change going on here?

Tom mentioned anecdotal evidence on the governmental side in his remarks. What we’re seeing there are two aircraft carriers that are not in port. They prefer we not talk about that, but that’s why we see the drop in governmental sales. We expect that that will return.

All right, fair enough. There’s nothing else really driving that? That’s the primary factor?

Correct.

Our next question comes from Paul Ridzon with Keybanc.

You mentioned other companies doing some financial engineering. What are your latest thoughts on that front?

Financial engineering? Is that a reference to MLPs, for example?

MLPs, yield [codes]. There’s all kinds of things going on.

We’re well aware of what other companies are doing. We’ve looked at MLPs over the years, and concluded in the past that it was not an advantage to our shareholders to start an MLP or have an MLP. We are continuing to examine that issue, taking into account our present market conditions and what our present asset base is.

Our next question will come from Brian Chin with Bank of America Merrill Lynch.

Just wanted to be clear on the asset drop downs into Blue Racer. TL-388 is new, but Natrium 2 and [Burn] are not incrementally new. Is that correct?

Natrium 1 is an asset that was in the original plan to drop into Blue Racer. Natrium 2 and [Burn] are joint venture project that they’re developing now. They’re not drop downs.

And then also, I think in your analyst day slide deck, you had indicated there was a generic combined cycle gas plant beyond Brunswick. Has there been any update or developments on that? When can we expect to see any developments on that front?

That was shown again in the [RP] we filed, and it’s still in the plans. I think if you look at our website, you’ll see in our investor book where that shows up in the development process. Really more ‘18-19 kind of a timeframe that would become operational.

Our next question comes from Michael Lapides with Goldman Sachs.

Real quick, just want to kind of think through the merchant generation business, because now you’re down to really just a handful of assets, obviously one big one. How do you think about that business relative to the broader portfolio, the broader mix of assets and business [unintelligible] and whether you think about that as being kind of core to the long term of Dominion, or not necessarily as big of a contributor and as core as some of your other businesses?

It is not as big a contributor as it once was, obviously, but we consider these stations, Millstone, Manchester, [unintelligible] to be core to our continuing operations.

But do you kind of think about this business as a business, okay, you’ve now shrunk it and kind of pared it back, and now you would try and grow it from there? Or is it still in the harvest mode for one or two of the assets going forward? Or is it just pure stabilization from here?

We’re past harvesting. These are the assets that we want to maintain. And it will grow with the markets.

This does conclude this morning’s teleconference. You may disconnect your line, and enjoy your day.