Good morning and welcome to Dominion’s Fourth Quarter Earnings Conference Call. On the call today, we have Tom Farrell, CEO; Mark McGettrick, CFO; and other members of senior management. At this time each of your lines is in listen-only mode. At the conclusion of today’s presentation, we will open the floor for questions. (Operator Instructions) I’d now like to turn the call over to Tom Harlin, Vice President of Investor Relations and Financial Planning, for the Safe Harbor statement.

Good morning, and welcome to Dominion’s fourth 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 of 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 fourth quarter and full year 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 fourth quarter and full year 2013 operating earnings and our operating earnings guidance for the first quarter and full year 2014, 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 eight and nine 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 2013 and our guidance for the first quarter and full year 2014. Tom will review our operating and regulatory activities for the year and review the progress we’ve made on our growth plan. I will now turn the call over to Mark McGettrick.

Good morning. Dominion faced a number of challenges in 2013 and we overcame nearly all of them to produce operating earnings of $3.25 per share which were well within our guidance range of $3.20 to $3.50 per share. Excluding the impact of mild weather, operating earnings would have been at the midpoint of our guidance range and supportive of our growth targets. The principal drivers of the differences between actual results and the midpoint of our guidance range are highlighted on slide three. Let’s walk through the pluses and minuses. For the year, weather normalized sales at Dominion Virginia Power were up 1.3% over 2012, which compares favorably with other utilities but below our original growth estimate of 2%. Earnings from our merchant generation business were below our expectations, primarily due to power basis movement both in the Mid-Atlantic region which affects margins from our Fairless Works plant in New England that impacts our margins at Millstone. The mild weather also reduced ancillary service revenue below our estimates. Earnings from our Blue Racer joint venture beside from the benefits of the contribution of the TL-388 pipeline were below expectation due to the in-service stately delay at Natrium, as well as the fire-related outage at that facility. Other negative factors included the absence of earnings from producer services, as well as lower margins from our retail business. Offsetting these challenges were earnings from the contribution of the TL-388 pipeline to the Blue Racer joint venture, lower income taxes and over $100 million in reduced O&M expenses. With normal weather, our operating earnings for 2013 would have been $3.35 per share, which was the midpoint of our guidance range. However, weather was much milder than normal equivalent to $0.10 per share for the year. GAAP earnings were $2.93 per share for 2013.…

Good morning. Our business units delivered outstanding operational and safety performance in 2013. Dominion Energy delivered its best safety year on record with Gas Distribution having its best safety year ever and Gas Transmission having its second best year. Dominion Virginia Power also delivered the second best safety year in its history. The nuclear business unit reported only five OSHA recordable and our Power Generation Unit also had a strong year with only 12. The nuclear fleet achieved a capacity factor of 93.7%, the highest in its history, including a new record of 125 continuous days online for all seven units. We had four breaker-to-breaker runs, one each at North Anna Unit 1, Surry Unit 1, Millstone Unit 3 and Kewaunee whose employees ended 40 years of nuclear operation on a high note. Both Surry Units 1 and 2 have been running continuously since our last refueling and have gone over 1000 days without a trip. Our Power Generation Utility achieved a 2013 forced outage rate of just 2.4%, its best ever. Power generation’s combined cycle fleet also had a best on record forced outage rate of just 1.2%. Dominion Energy also delivered strong operating performance in 2013 with record setting operations at our Hastings processing and fractionation plant. In Ohio, over 130 miles of bare-steel pipe were replaced as part of our Pipeline Infrastructure Replacement program. Additionally, new transport agreements were executed with producers to move over one billion cubic feet per day of Marcellus and Utica production. Our business units performed well during the recent record cold weather that has hit the Eastern United States. On January 7, Dominion zone set a new winter peak demand of 19,785 megawatts, an increase of almost 10% above the previous record set in 2007. On the same day, Gas Transmission also…

Thank you. (Operator Instructions) Our first question comes from Angie Storozynski with Macquarie.

Thank you. So my first question is about the retail business, you've decided to divest the business, how should we think about it? So is it already included in the discontinued operations for 2014 and as such if not, this in fact is not embedded in 2014 guidance or will it happen on the -- once the business is sold?

Angie, this is Mark, you're referring to the electric retail business that we just talked about.

Yes.

We will take that -- we will take that as an asset held for sale or discontinued ops in the first quarter. And we will net that with the proceeds of the sales, so those results will be available hopefully at the end of the first quarter. They've already been reflected in our guidance range that we put out and been removed from that guidance range.

Okay. So I shouldn't worry about potential weak results due to the deep freeze in the northeast?

No. We have taken any anticipated results in 2014 out of our guidance range for the electric unregulated retail business.

Okay. My second questions is, you mentioned that the 2014 guidance supports a 5% to 6% earnings growth and I'm -- and granted that there's been a lot of volatility in your earnings due to weather over the last couple of years? But how can we think about it, I mean, is this a long-term CAGR, is this an annual 5% to 6% growth of the actual 2012th level, do we adjust the weather, because it seems like, that the -- even if we adjust the weather the results are coming a little bit softer about 5% to 6% on an annual basis?

Angie, this is the way we think about it, first of all, when we talk about 5% to 6%, we talk about the weather normal. So for example, let's use '13 results look into '14, we produced earnings of $3.25 in 2013, we had headwinds of $0.10 for weather. So our baseline is $3.35 when discussing what the growth rate should be off that. We came out with a range of $3.35 to $3.65 per share for this year, 5% I think, the math is about $3.51, and 6% would be about $3.55, its right about in the middle of that range. We try to do $0.05 increments, so we're not penny accurate on this, but we feel very comfortable that with normal weather a 5% to 6% growth rate off of $3.35 is achievable.

Okay. My last question, we are seeing some sensitivity of earnings of energy MLPs to gas prices and usually that was actually in the negative earnings revision's expectations? Now with gas prices going up, at least for 2014, how is your business, how are the assets slated for the MLP drop-downs? How are they sensitive to changes in gas prices?

Angie, the two assets that we're considering to enter into an MLP with one would be Cove Point, that's a capacity-based contract it has no commodity sensitivity at all, actually both on imports and on the exports side. The other assets are in Blue Racer, a vast majority of those assets are on fixed price contracts, there is some volume variability on portions of it, but again not very sensitive at all to commodity. So our MLP assets should have very stable visible earnings as we are able to disclose what assets we drop down first.

Thank you. Our next question comes from comes from Dan Eggers with Credit Suisse.

Good morning guys. Mark, can you just maybe walk a little bit through the process for when you guys go to file with the SEC for the S-1. What is the process for the draft coming out and then what you guys have to do in the timeline between the draft coming out and getting the MLP done? Are there milestones you guys are looking for? What's the process to get to completion?

Dan, the process is pretty straightforward and we want to make it as transparent as possible. A lot of people when they file their S1s for review, they file it confidentially. So that they can address any questions that might come out from the SEC. The approach we are taking is we are going to file it publically. So as soon as we put it on the shelf everyone will be able to see what is in it and make their own conclusions. But the process essentially is once you file it the SEC will go back and put [ph] on questions that they might have and we will have to resolve those anything that’s not clear to them within the filing. And that process usually takes about three months or so. So again we believe ours will be straightforward with the assets that we targeted. We think there will not be much controversy around it, but I am sure will be some clarity of filing, because the filing will be as all of them are extensive. So that is pretty much administrative I guess the way I would describe it after you file it at the end of the first quarter.

And so Mark, I guess, thinking about the timing when you guys file it, three months later kind of puts you around second-quarter earnings results time I guess or you are almost in a quiet period. Does that mean that we probably should think late summer for this to get done just from a logistical perspective?

I just target mid-year, because -- we can’t really control the SEC approval process, [indiscernible] on there but certainly we think three months after filing is a reasonable period of time. And mid-summer is probably an extension if everything goes according to plan.

And then I guess, just on Slide 12 you guys give the long list of all the producer agreements you guys have struck in the quarter. What does that mean for CapEx? And as you see more people signing up and these basis differentials getting pretty painful, are you guys seeing an acceleration in CapEx opportunities as the winter has pushed on?

Right now what we have been able to do is really re-purpose, re-optimize lot of the gas flows on the systems. So lot of the transportation agreements that we have been doing to date has really required pretty minimal amounts of capital, bidirectional meters and things of that nature. And clearly the basin as in general and our systems specifically are running out of those opportunities. So I think what we will see is we will transition into higher CapEx projects but for now we are able to accomplish a lot just given the nature of our system.

So, Paul, does that mean that -- if you think about the next wave of agreements that you guys signed, are we going to see new CapEx announcements coming in the first half of this year if you guys get more deals done just because you’ve run out of the spare space?

Well, certainly it’s a very active period and yes, those targets become defined, we have a very rigorous process here where we take it through and get the board approval and then we incorporate those in our five year plans and update our capital budgets at year end. So yes, I think when we get to that point you will see some change there.

And I guess one last question. Mark, I know that the books aren't fully done for the year, but what was the earned ROE at VEPCo in 2013 and then for the 2014 guidance, just to confirm that you guys have seen VEPCo just earned a lot of ROE this year?

Dan, we will address that question when we make our annual filing with the SEC here at the end of the first quarter. Those numbers are still being worked on.

Thank you. Our next question comes from Greg Gordon with ISI Group. Greg Gordon – ISI Group: Two questions for you. First, can you tell us what the earnings contribution from the electric retail business was in 2012 and 2013?

I don’t have it – for 2012, we will see if we can get that here while we have you on the phone. 2013 it was about $0.12 a share. Greg Gordon – ISI Group: So obviously we will sell that business, we will lose that income and then we will net the proceeds against -- the use of proceeds against that?

Craig, let me make sure, I’m clear on that so there is not any misunderstanding. Were you referencing the total retail business or just the electric business? Greg Gordon – ISI Group: If you can give me both, that will be great?

Okay, well pretty straight forward, for ‘13, again it’s about $0.12 for the total, it’s about $0.06 for electric. And you can see on the chart where we show guidance from 2013 and 2014 where we took out the $0.06 for the electric piece for that business. For 2012, Craig, that number looks like, it’s about $0.21 in terms of earnings from the retail business. Greg Gordon – ISI Group: In total?

That’s right. Greg Gordon – ISI Group: Great. Second question, there have been some speculation given other company’s pursuit of FERC approval that there were sort of backups in the system at the FERC that were logistical in nature with regard to getting certain agencies to review things on a timely nature namely [FISMA]. Can you talk about the timeline for getting your FERC approval and for that matter getting your Maryland approval. Since these were the two remaining hurdles and how you are sequencing the IPO process with regard to the expectation of that timing?

Good morning. First the two approval, Maryland has a system where they have a coordinating/administrative law judge who coordinates all the various permits that have to be issued for any individual project. He has already issued -- he or she, whoever the judge is, has issued a order already which is I think the third week in May, 22nd or 23rd of May some -- it’s a date like that, which all the decisions have to be made. As I mentioned earlier, one of the permits is the CPCN permit, generation facility at the site which the Maryland Public Utility Commission staff has recommended approval on in their filings, a couple of weeks ago. So we expect the Maryland, all the various pieces, the Maryland process to be finished third week in May. FERC process is moving along as we anticipated. I know there is lots of talk out in the markets about what’s going on in various places in the process. We are fully engaged in it and we have no reason at all to change our expectation that we’ll have a FERC permit before the -- during the first half of the year. Once we have those two permits that will clear the way for whatever else is necessary to do our IPO. Greg Gordon – ISI Group: Thank you gentlemen.

Thank you

Thank you. Our next question comes from Steven Fleishman with Wolfe Research.

Yeah. Hi. Good morning.

Morning Steven.

Hi Tom. So just could you maybe give us a sense on the -- you mention a tax rate reduction again in ‘14. Is that -- and is that related to this new solar program where you’re getting tax benefits or is it other issues that are temporary?

I think Steve, its going to be two things, one it’s going to be the number of solar projects that we actually land in ‘14 versus ‘15. And the second will be, as it was mentioned on the number of other calls, we’re in the final stages of closing out the IRS audits, legacy audits, we’ve been doing over the last couple of years. We are two years left to do that. We’re going to finish those in 2014. So those are kind of one-time event and the risk, the other difference would be the solar.

Can you give us the rough, well I guess it was 33 in ‘13, what will be in ‘14?

I think the range is going to be around 32.

So pretty close. Okay. And just on the decision on the retail electric business, is it something that was kind of more strategic as you’re thinking about the business and the year is there is something that came up related to just dramatic volatility we’ve seen in the last few weeks?

Excuse me, so you got -- Steve are you finished?

No, I’ve just -- yeah, I’m done, sorry.

Okay. As you can say from the earlier question, Mark answered about the margins that we got from the electric business in 2012 and the margins we got in the electric business in 2013. And I think it’s all you have seen from the lot of our colleagues in the industry that have these retail businesses. The margins in the electric side of business have been shrinking. And you see increased volatility happening. Once now, the economy is coming back and we have -- looks like maybe have a normal winter. At least early part of the winter has been pretty normal or cold depending upon where you are. The combination of those factors leads us to -- it’s like our producer services business we exited earlier in 2013. It just doesn’t fit our business model. We have seen that in the first – we have been doing this business for almost 14 years, and gas is a very different business. Our products and services is a very different business because of where we sell the electricity in those regular retail markets and where we have assets, you don’t have a matching capability of any real significance. So with the combination of those things, we have been looking -- we look at all of our businesses all the time about what fits and what doesn’t fit. And we have outstanding people that have been running our retail books for these years, our electricity retail book but it just doesn’t fit our business profile as we go forward.

Okay. And just maybe last question on just your perspectives on the price rise we’ve seen in the market, I guess particularly the gas market in the last few weeks and thoughts on how that fits in with your business plan and maybe more opportunities related to that?

One of the impacts you are seeing is the recognition by ISOs that there is not enough capacity in these markets. In New England and PJM, you’ve seen issues around demand side management in PJM. You’ve seen the recent changes in the capacity markets in NEPOOL. That’s a very significant positive development for us, particularly in NEPOOL. This is the 17th auction that’s coming up. So that’s a couple years out. But I think the biggest thing for us – because we’re down to such few unregulated assets is finally getting the recognition we believe that these markets are underserved and that more capacity is needed and hopefully that will reflect itself in these markets over the next few years.

Thank you. Our next question comes from Michael Weinstein with UBS.

Hi good morning, it’s actually Julien. First quick question here actually following up from the last comment you made. I am curious given what’s going on in New England, how are you thinking about getting out of these markets here? I mean at this point are you – do you think you can get adequate value for those assets in New England given what’s going on and given at least the energy and capacity price recognition? Is there a date out there?

You’re talking about the assets that are in our retail electric book?

Or rather on the emergent side for the generation?

Now we have – there is no prospect about selling any of our merchant power plant we have remaining. Manchester in Rhode Island and obviously Maelstrom, Connecticut are two extraordinarily valuable assets for us as is Fairless Works in Pennsylvania. So there’s – if you’re talking about our generating assets, there is no – we have no inclination whatsoever to sell those assets.

And could you elaborate just briefly here. I know this matter is relevant today but what kind of impact did you see here in the first month of January on the retail side given the volatility?

It’s a volatile market out there. We are not going to quantify it for you but it’s extraordinary to watch.

Got you. And perhaps just on the other side of the equation, I’m curious obviously a big storage position, how are you seeing the value of that storage improved here and are you being opportunistic to capitalize on that?

Yes. This is Paul with Dominion Energy. Our storage is fully contracted. I mean we’re the second or third largest storage operator in the world, in North America. All of that storage is really under long-term straight fixed, variable rate design contract. I think what it has done is reminded local distribution companies and pipeline companies that are customers of ours why these assets are important and why it’s important to keep them contracted. So with the mild weather and with all the lines associated with the Marcellus and Utica, I think there were some that we’re thinking that perhaps these assets were needed but what we experience in January is reminded everyone that current transportation and current storage have real value.

Great. And further clarification on the gas side. Dominion East Ohio here you've kind of included historically as partially eligible for dropdown. Could you talk a little bit more about how much of that company would be eligible to be dropdown, could you explain upon that?

Again that is, that’s in our Gas Holdings business right now. We're looking at that and to see on eligibility down the road. But if you remember all we’ve committed to you thus far is a billion dollar plus or minus EBITDA for MLP out of Cove Point and Blue Racer. So we'll have time to look at those other issues down the road.

Got you. And then lastly here on the Solar change in tax. I'm curious is this part of a larger initiative over the next few years and specifically, I presume this is mostly utility scale that you're looking at?

Yeah. This is utility scale. We are -- we started last year, actually in the year before looking at utility scale Solar that is going to accelerate. We put -- we developed some land many years, it has been at least five years ago now maybe longer. And to see how that would work and what the value was for our shareholders and our customers. And we think Solar depicts our model that, kinds of things we will be looking at, we'll have power purchase agreement with them, we're not going to be in the merchant solar business. But we're looking at that part and we see some method and profitability.

Then just to clarify there, just the cash versus earnings profile is asset based, they generate enough net income for your purposes, just to be clear?

Yes.

You don’t have any issue. Okay. All right. Great. well, thank you again.

Thank you.

Thank you. Our next question comes from Stephen Byrd with Morgan Stanley.

Good morning.

Good morning

Just wanted to revisit the low growth expectations, given where things ended up in '13, if you could just talk little bit more about the outlook for low growth in your service territory. What you're seeing and expecting?

Stephen, we had a very good fourth quarter in terms of low growth and sales growth. And we finished the year quite strong across all the segments. And I think one reason we wanted and to clarify what we thought future growth looks like with the whole year, is we're really looking to see what was going to happen in terms of sequestration and the federal budget approval. Both of those issues were kind of resolved early in the fourth quarter. We had very strong new connects last year, over 31,000, we expect higher. All reports that we see not only Northern Virginia but around the state, show a pretty strong residential market improving. And we think with the funded budget amount coming out of the government, commercial is going to be strong for us again next year and governmental is going to recover. Data center growth -- let me give you a feel for the fourth quarter. Our data center growth quarter-over-quarter grew 17% in the fourth quarter. We see clear path in 2014 for it to grow another 13%. So that's going to provide half of our growth just by itself. The other half of the growth would be spread across customer classes. So we are certainly optimistic that 1% is very achievable and we hope it's going to be better and get back to more of a norm of 2%, 2.5%, which is a historical growth figure in Virginia.

That's very helpful. Thank you. And just a follow-up on gas and basis. Lots of questions I know on that. At the Fairless, could you just talked -- you mentioned briefly in your prepared remarks about the impact of gas basis. Could you just talk a little bit about sort of how the year played out, how that impacted the asset?

Sure. Happy to do that. And let me make sure I reference the right level for the previous question on sales growth. We're quite confident at 1.5%. I think that's for the sales, but just want to make sure I have the right number. In terms of gas basis, it has been an extraordinary merry-go-round here -- around PJM and also in the Northeast. And gas units, the dispatching of those units have gone for huge numbers in some days and other days, they don't even clear the market because gas has played so much. So the basis particularly in around Fairless has been huge. We're beneficiary on most days of that. We would like that long term, but I think what it really shows, Steven, is that the infrastructure or lack of infrastructure in lot of these regions is pretty extreme and is having a pretty unusual dispatched impact on lot of the efficient gas units around the system.

Okay, interesting. So that volatility like you said ton days [ph] has just resulted in no running at all. And on that I’m sorry – I wasn’t – sorry for my slowness on this, was this volatility a negative for the plant versus expectations, sorry?

No, we think it’ll be a net positive. The dynamics surround it day-to-day are hard to predict with these spiking gas prices.

Thank you. This does conclude this morning’s teleconference. You may disconnect your lines and enjoy your day.