Good morning and welcome to the Dominion Resources and Dominion Midstream Partners' Third Quarter Earnings Conference Call. At this time, each of your lines is in a listen-only mode. At the conclusion of today's presentation, we will open the floor for questions. At that time, instructions will be given as to the procedure to follow, if you would like to ask a question. I would now like to turn the conference call over to Mr. Tom Hamlin, Vice President of Investor Relations and Financial Planning for the Safe Harbor statement. Sir, you may begin.

Good morning. Welcome to the third quarter 2015 earnings conference call for Dominion Resources and Dominion Midstream Partners. During this call, we will refer to certain schedules included in this morning's earnings releases 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've not done so, I encourage you to visit our Investor Relations page on our website, register for email alerts and view our third quarter earnings documents. Our website addresses are dom.com and dommidstream.com. In addition to the earnings release kit, we have included a slide presentation on our website that will follow this morning's discussion. And now for the usual cautionary language. The earnings releases 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 the most recent annual reports on Form 10-K and our quarterly reports on Form 10-Q for a discussion of factors that may cause results to differ from management's projections, forecast, estimates and expectations. Also, on this call, we will discuss the measures of our company's performance that differ from those recognized by GAAP. Reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measures we are able to calculate and report are contained in the earnings release kit and Dominion Midstream's press release. 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 third quarter and Dominion's earnings guidance for the fourth quarter and full-year 2015. Tom will review our operating and regulatory activities and review the progress we've made on our growth plans. I will now turn the call over to Mark McGettrick.

Good morning. Dominion Resources reported operating earnings of $1.03 per share for the third quarter of 2015, which was in the middle of our guidance range of $0.95 to $1.10 per share. Lower operating expenses and high margins from our merchant generated plants accounted for the slightly better than expected performance. GAAP earnings were $1 per share for the third quarter. The principal differences between GAAP and operating earnings were out of the period tax-related items for our electric operations. A reconciliation of operating earnings to reported earnings can be found on Schedule 2 of the earnings release kit. Moving to results by operating segment. At Dominion Virginia Power, EBITDA for the third quarter was $388 million, which was just below its guidance range. Kilowatt hour sales were modestly below expectations. Excluding weather, year-to-date sales growth was about 1%, which is consistent with our expectations for the year. A delay in commission approval of our strategic undergrounding program also impacted EBITDA for the quarter. Dominion Generation produced EBITDA of $796 million in the third quarter, which was in the upper half of its guidance range. Lower operating expenses and higher merchant generation margins were contributing factors to the strong results. Third quarter EBITDA for Dominion Energy was $332 million, which was near the top of its guidance range. Positive drivers were lower operating expenses and higher gas distribution margins. On a consolidated basis, interest expenses were in line with our expectations, while income taxes were in the upper end of our guidance range. Overall, we are pleased with the performance of each of our operating segments. For the third quarter of 2015, Dominion Midstream Partners produced adjusted EBITDA of $20.3 million and distributable cash flow of $19.8 million, all consistent with management's expectations. On October 23, Dominion Midstream's Board of…

Good morning. Strong operational and safety performance continued in the third quarter. Year-to-date, OSHA recordables for each business unit are ahead of or are consistent with their respective targets for the year. Our nuclear fleet continues to operate well. The net capacity factor of our six units was 95.9% for the first nine months of the year. Our Power Generation group also performed well with record net generation during the third quarter. In early October, the citizens of South Carolina, home to our Dominion Carolina Gas subsidiary, were victims of unprecedented floods. Fortunately, the operations of Dominion Carolina Gas were not significantly impacted by the floods. There were no safety incidents, no service interruptions, and no significant damage to our facilities. Working with local officials, Dominion has been able to assist in the recovery, providing 100,000 bottles of safe drinking water as well as safe kits, hot meals, food and other essential supplies. Company also assisted in aerial transportation for damage assessment, in response made additional contributions to the Red Cross Disaster Relief. Now, for an update on the biennial review. Hearings on the Virginia State Corporation Commission's review on Virginia Power's earnings for 2013 and 2014 were held in September. A final order is expected late this month. You will recall that neither our base rates, nor the allowed rate of return are subject to change in this proceeding. Biennial review process will resume in 2022, covering earnings for the calendar years 2020 and 2021. Now for an update on our growth plans. Construction of the 1,358-megawatt combined-cycle facility in Brunswick County was about 90% complete through the third quarter. There are approximately 1,050 workers on site. All major equipments have been installed, and first fire of the initial combustion turbine is targeted for later this month. The facility…

Thank you. Thank you. At this time, our first question comes from Dan Eggers with Credit Suisse. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Hey. Good morning, guys. Tom, it's been a pretty tough quarter, quarters for the MLP space probably and kind of the gas infrastructure assets. Are you guys seeing opportunities of things coming up for sale looking interesting and certainly interest enough for you to go out and issue some more equity capital to get deals done? Are you more content to sit on what you have for the time being and stay out of the equity markets?

Well, it's certainly been a tough quarter, really for like maybe four months for the sector, although, I think, objectively that Dominion Midstream Partners has done relatively well compared to some of the rest of the sector. I think that's largely due to the long dropdown schedule we have for organic growth projects. We have looked for things like the Carolina gas transmission, the Iriquois assets, where we were able to place the LP units directly with the sellers. That's the kind of thing we're looking for. We have plenty of projects. We recognize the volatility of the markets right now and we're inclined to just focus on our own projects. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): And I guess, kind of in that spirit, obviously some pretty big M&A transactions this quarter. Can you remind us on how you guys think about M&A and how you prioritize it against the internal growth opportunities you see?

I think we've been fairly consistent for quite a long time. I hope we have, we think, we don't talk about M&A at all. In case somebody decides slightly, we've got a different nuance in the way we say we don't talk about it. So we try not to talk about it. With the exception, we have said since we created Dominion Midstream Partners that we would be looking for assets to contribute to the MLP and we are. But like I said, we have anything that we look at that we're going to judge against our own projects and what issuing LP units, how we've prepared through just organically growing. We like what we have. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Okay. Got it. I guess, the last one on solar, you were able to get the SunEdison deal put together this quarter. What do you think about doing with the rest of the megawatts that haven't been committed to the SunEdison thus far? And is there appetite in the market to monetize that next chunk?

Hey, Dan, this is Norris (22:57). We're happy with the sell-down arrangement that we have with SunEd. As you are aware, we can't monetize a fourth those until after the sunset of the ICC period. So you shouldn't look for us to be back in the market anytime soon for that. Those transactions took us through the end of 2015. So we do have some 2016 projects that will be developed next year. We'll see what the market bears at that point in terms of those projects. But, again, don't look for us to access the market for additional sell-down for a bit while. Daniel Eggers - Credit Suisse Securities (USA) LLC (Broker): Okay. Thank you, guys.

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

Hi. Hi, guys.

Good morning.

Good morning. Hey, quick questions. One, have you guys talked at all about the benefits that you expect to have from capacity performance at PJM?

Michael, this is Mark. We haven't talked about that. There have been a lot of questions about it. I guess, what the way I would summarize that is, we were very happy with the outcome of those auctions and expect to be a beneficiary.

Okay. And with the growth of solar estimates at some of your peers, including Southern and Con Ed, just wondering if you guys plan on increasing your targets yourselves at some point?

In terms of incremental of new solar?

Yes.

We have a pretty good line of sight through the 30% ITC window through next year. I guess, the only caveat I give you on that is, we expect some projects in 2016 become available due to some distress with YieldCos that have a time commitment to build, may need some assistance in financing those. We'll very selectively look at that as we go out, and we will definitely look at Virginia projects for us to build in Virginia to support our future needs in terms of our carbon compliance, so again merchant wise, I'd say, very selective, but our focus really being on the Virginia service territory.

And one question about dividends. How are you thinking about dividend growth going forward considering the buybacks of DM shares? And I guess looking forward, spin-off of the GP of the MLP also little less interesting these days than it used to.

Yeah, we've never talked about doing anything with our GP, just to answer a statement rather than a question. We see no reason to change our distribution growth rate which is 22%, which is – we think is best-in-class at the MLP and we stated in February that it's our anticipation, subject to board approval, to increase our dividend at Dominion about 8% a year through the balance of the decade.

Right. Right. And one last question, about cost savings, if you could just make a comment on that going forward at the utility and also at the merchant generation company? And then, that's it.

Michael, on the cost side, you should think about our operating budgets growing at about a rate at CPI that we roll out. The only major fluctuations would be the timing of Millstone outages, where one year you might have two and next year you might have three. But we're focused on CPI type growth going ahead.

Okay. Thanks a lot.

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

Yeah. Hey. Good morning. Just wanted to confirm that the long-term growth rates that you've highlighted, earnings dividends, those are all still good.

Yes.

Okay. And then, on the issues with the – all the things we've heard in terms of lower oil prices, gas prices liquids prices, maybe slowing production, et cetera. If you look at not just your new projects, but also the existing fleet of assets, could you maybe just characterize your exposure, if anything? I assume it's pretty small, but just if it's – is it enough, is there anything that we should worry about in terms of numbers over the next year or two due to these issues?

Steve, I'm going to let Paul to answer that question, but I'd also take you back to the script where Tom differentiated our projects versus a lot of others that are in the marketplace. Almost all of ours are demand pull projects with regulated utilities or counterparties, hence we feel real good about that. But let me have Paul to give you more color.

Yeah.

Yeah. Good morning, Steve. Yeah, the producer outlet projects that we have announced and put into service are really reworks of existing assets. So there really is no credit exposure to speak of for those projects. And we've been very focused on our growth projects. And I think if you kind of check around the market, you'll see that our credit requirements are probably as strict as anybody's and I think that's reflective of our projects. So I don't see anything really that should concern you.

Okay. Great. Thank you very much.

Thank you, Steve.

Thank you. Our next question comes from Praful Mehta with Citigroup.

Hi, guys. A quick question on merchants, on the merchant side. With all the retirements happening in New York, New England, how do you see that impacting your fleet of gas assets in New York and New England?

Praful, while of course we only have two gas assets, last one in New England in Manchester and one in CGM outside Philadelphia, Fairless. We do see pressure particularly on capacity, ultimately on energy and NEPOOL with some recent announcements. And I think the New York announcement this morning will also put pressure on Northeast prices, particular on capacity as you go out. Since the infrastructure there on gas is not going to be able to significantly, expand gas at least for the next many years, I think continued shutdown on NEPOOL's side in the Northeast will support both higher energy and capacity.

Got you. Thank you. And then in terms of, sorry, in terms of taxes. You talked about ITC expiration post 2016 and moving away from solar, merchant solar to more utility scale. I just wanted to understand from a tax perspective, both book and cash taxes, how do you expect the ITC expiration post 2016 to impact your book and cash taxes?

I think it's going to depend on, one, what ITC is available. Right now, it's just 10% and on the projects we'll be focused on, they'll be regulated projects. So they will flow through regulated rates through riders to customers in Virginia. So that benefit will flow through back to them.

Got you. Thank you, guys.

You're welcome.

Thank you.

Thank you. Our next question comes from Brian Chin with Bank of America Merrill Lynch.

Hi. Good morning.

Good morning, Brian.

If we can go to the farm-outs and you mentioned that there is about 160,000 acres left. Just, I guess springboarding a little bit more specifically off Steve's earlier question, given where gas prices are at right now and commodity prices overall, are you seeing a change in the market place out there with regards to farm-out interest and can you just comment on the updated sort of industry outlook for farm-outs here?

Brian, this is Paul Koonce. It's interesting, there is certainly a lot of stress among the producer community, but there is also real interest in getting a secure acreage position in this basin. And what our acreage offers is really a lot of acreage that's blocked up, that's contiguous and because this production is held by production, there's no time limit on when the lease will expire. So from that standpoint, there continues to be a lot of real interest, especially when you look at some of these Utica initial production rates. So we've seen a real strong interest and have seen no let up.

Excellent. And then one last question. Historically, you guys have not done analyst days in consecutive years. You've generally done it every other year or so. Generally, this year it seems to me at least that you guys have just been executing on what you talked about on the Analyst Day earlier this year. Should we go under the assumption that you guys won't need to do any Analyst Day for next year or do you think one might be merited given just the change in the commodity price environment?

Brian, this is Mark. I think, we'll have to evaluate that if we get closer and give guidance for next year. We had a lot of a significant change to talk about it in February this year. I think an Analyst Day will be driven by how much the plan changes long-term, if at all. And if it stays pretty much on course with what we have, we probably will wait another year for an Analyst Day, but again, we'll talk about that in the first quarter call based on what events are at that time.

Appreciate it. Thank you, guys.

Thank you.

Thank you. Our next question comes from Stephen Byrd with Morgan Stanley. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Hi, good morning.

Good morning. Stephen Calder Byrd - Morgan Stanley & Co. LLC: I wanted to touch on the solar procurement process in Virginia, given some of the recent regulatory activity in the state. At a high level, could you talk about how you think about procuring solar on the utility side within Virginia?

Well. First, I think you're probably referring to the order, I guess, with last week on the – or the week before on the Remington Solar Project. Steve, to distinguish between that project and the projects for example that we just filed, the projects we filed – I guess, we filed Remington in January or February. We had done a lot of work around RFPs and market conditions in solar in the region, when we filed that and believe that we adequately demonstrated that. We went through a much more rigorous or I shouldn't say a more rigorous -different process, which – over the summer, for these new projects, which we think are more than compliant with what it was the Commission was looking for in the Remington Project. So we do RFPs, test the market, look at what we get back in return and then we'll file them. The projects are going to be required – are going to be required to meet the Clean Power Plan and they are – the General Assembly said and it's built those path early this year that they believe these are in the public interest. So we'll work our way through this process with the commission. Projects are going to get built and I think they'll look like the ones we just passed. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Understood. Thanks and shifting over to, I'm sorry, can I ask this?

I'm sorry. I couldn't hear you. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Sorry, shifting over to nuclear. I wanted to just, at a high level, get your thoughts on the O&M environment for nuclear. Any trends that you're seeing there just as we think into the future? I know your nuclear operations are very different from some of these smaller units that are retiring. But I'm just curious, any trends you see in terms of nuclear operations' cost requirement going forward, things of that nature?

Let me just give a high level response to that, and then I'll turn it over to Dave Christian. Steve, I assume you're referring of course to the announcement today of Entergy and FitzPatrick. We've seen other single merchant power plant, nuclear plants under stress from other companies. We had this happen here, we had this happen with Kewaunee. When I say here, I mean at Dominion. I guess it's happened three years ago, it was very, very difficult decision for us to make. We tried very, very hard to keep that unit operating, but we just couldn't see with the way the market structure we set up at Millstone in particular, that we could make it work without seeing it drain on the balance of our nuclear fleet. Wasn't a happy day to announce that closing. So everybody is in the different environment. We are all at different plant economics, but it's a structural issue. I think more macro than micro at least it was for us. But today, particularly on O&M and nuclear, well, I think Mark characterized it pretty well. We've had a cap to expected O&M growth at CPIs and that we are also try and work to culture a continuous improvement, we're always scrutinizing costs. We happened to be blessed with some very low cost units and some very large units. So Millstone in particular is largest unit in New England, dual-unit site. It doesn't have a lot of those same characteristics that Pilgrim, BY and Kewaunee, right. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Understood. Thank you very much.

Thank you. Our next question comes from Paul Patterson with Glenrock Associates.

Good morning.

Hi, Paul.

Hi.

Good morning.

Just, I'm sorry if I missed this, but could you elaborate a little bit on the merchant performance that drove earnings this quarter?

We had higher hedge prices than – versus last year and I'm assuming you're referencing to quarter-by-quarter or versus ...

Yeah. Just quarter-by-quarter.

So we had higher hedge prices than we had in quarter last year and we also had additional one at all of our units at Mills – at Manchester and at Fairless. So it really was a pricing and volume issue for us.

Okay. And then would we talk to the hedging at Millstone? I didn't see any information or any hedging information for 2017. Any thoughts about that? What we're looking at in terms of the hedging for Millstone?

Yeah, Paul. A couple of years ago, I'm changed our view on hedging based on the forward curves really being depressed. And as you know, at Millstone, what moves that market is winter weather. So as you saw from the hedge tables today, we have hedged out most of 2016 production hour from 60% to 83%. And as we go into any calendar year, we've always and we'll continue to hedge Millstone between 80% and 90% going into a calendar year. So we're right on schedule for 2016. For 2017, we have not hedged 2017 as of yet. We will see what winder curves look like as we go through, but as we sit here at this time next year, we will be in a very similar hit position for 2017 at Millstone. Then we have historically or just a little more opportunistic about it than we have been in the past.

Okay. Great. And then just on the – just a follow-up on the farm-out question, you guys are still pretty comfortable, it sounds like with the $450 million to $500 million 2015 through 2020 pre-tax opportunities there, is that still the case?

I still feel very good about it.

Okay. Great. Thanks so much.

Thank you, Paul.

Thank you, speakers. At this time, I would like to turn the conference call back over to you for closing comments.

Thank you. And well, our next call would be at first of the year. Thank you.

Thank you.