Good afternoon, and welcome to the Dominion Resources and Dominion Midstream Partners Conference Call. I would now like to turn the call over to Mr. Tom Hamlin, Vice President of Investor Relations and Financial Planning. Please go ahead, sir.

Good afternoon, and thank you for joining us. Today's call will cover this morning's announcement of Dominion's agreement to combine with Questar Corporation, as well as our earnings for 2015 and guidance for 2016. This combined call will replace the earnings call we had originally scheduled for this Thursday. 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 the investor relations page on our website, register for e-mail alerts and view our fourth 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 afternoon'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 our 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, 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. Reconciliation of our non-GAAP measures to 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 afternoon are our Chairman and CEO,…

Thank you. Our first question will come from Dan Eggers with Credit Suisse. Dan L. Eggers - Credit Suisse Securities (USA) LLC (Broker): Hey. Good afternoon, guys. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Good afternoon, Dan. Dan L. Eggers - Credit Suisse Securities (USA) LLC (Broker): Just first off on the funding for Questar, can you give a little more breakdown of how you guys expect the differences between corporate debt, Dominion equity, the converts and DM equity to be broken down? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Yeah, Dan. This is Mark. Let me go ahead and outline it further. We didn't have a slide on it but I think that's important question. We appreciate you asking it. This is how we view this currently, again, market conditions could change, but we expect to issue about $1.5 billion of incremental DRI debt to support the transaction. We also anticipate issuing about $0.5 billion of Dominion equity. We'll do that either through a dribble or a block trade sometime between now and when we anticipate a closing on the transaction. And then the remainder of the takeout will be a combination of mandatory convertibles at Dominion, which has been a very popular financing vehicle for us with investors, and a drop into DM to support the 2017 EBITDA growth and distribution growth from a portion of the pipeline. We have a bridge facility for all the financing. As part of that bridge facility, we have a term loan commitment that extends well beyond closing that gives us significant flexibility for the MLP and when we might drop that. Right now, we said in script that we have no plans and no need to have a drop into DM in 2016.…

Thank you. Our next question will come from Greg Gordon with Evercore ISI.

Hey. Good morning, guys. Congrats on the deal. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you. Good morning.

So I just want to be clear that when you said, you thought that this transaction was supportive of your EPS growth aspirations, and would get you towards the high-end of your growth aspiration by 2018, were referring to the 5% to 6% growth target through 2017 accelerating to 7% to 9% thereafter that you gave at Analyst Day in February. Is that right? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Yes, that is right, Greg. We haven't given any specific number for 2018 in terms of percent growth. So right now I think the best data point is the 7% to 9%. And as we said in our prepared remarks, that with this acquisition and the Cove Point full year contribution, we would expect to be at the top of that range or potentially exceed it.

All right. Great. And in the underlying sort of pro forma expectations for Questar, I know you just discussed the financing assumptions. Should we assume that you're basing your business – your base business case for Questar is based on their most recent public disclosures if you go back to their November analyst deck there, they have like $1.2 billion and the utility rate base growing 6% to 8% a year. They expect to earn their authorized return. They gave some details around the expected growth in infrastructure and returns on the FERC regulated transmission administering assets and a lot of detail around Wexpro. If we want to build our own forecast and merge it with yours, is that a fair place to start, or are there any significant changes or synergies that you're baking into those assumptions? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: I think on the distribution side we're very comfortable with that at 8%-plus growth. The pipeline, although it may – as you build your model, our view on the pipeline is, that is an asset that is significantly undervalued. And as Tom reviewed the slides today, the opportunities mid-term and long-term on a business due to the increased gas needs in the west to deal with carbon rules and renewable mandates, we think that number will grow more significantly over time. And on the Wexpro gas supply side, we are taking a view on that business that we are only going to invest in capital that has been regulatory approved in the state. We view that as a gas reserve business similar to what many other companies are trying to get in their rate base, which they've had for 35 years. So we see that business as they've outlined it is (31:15) over the next several years unless markets were to change, and the growth in the distribution pipeline business picking up. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: All right. Greg, I would just add a thought about the pipelines that Mark mentioned with respect to coal. We spend a lot of time, as you know, at Dominion analyzing the Clean Power Plan, its impacts across the country, how important gas infrastructure is going to be, the compliance with Clean Power Plan. Atlantic Coast Pipeline is the key component of that in Virginia, North Carolina for now. And there is – Wyoming and Utah both are almost 80% coal-fired generation, provide electricity for their citizens. So I think there's a lot to look at in that region over the next decade.

Got you. Switching back to the core, talking about the core business and the earnings guidance for 2016, there is a fairly large contribution I think coming from the success you've had building out your utility scale solar business. I mean, do you have visibility into 2017 on the solar business, or should we be expecting that that contribution is significantly smaller but more than compensated for by the accretion from core business investments plus the Questar deal? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Greg, it's going to be considerably smaller than 2016. When we announced this deal we said it's a quarter of our 2017 growth rate, and because of that it will allow us to not rely as much on ITCs in 2017. For planning purposes, and this will be fine tuned, throughout the rest of this year into next year, but I would expect something in the $0.10 to $0.15 range in ITCs for 2017 which is a dramatic increase from 2016.

All right. Thank you, guys. Congrats again. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you, Greg.

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

Thank you. On that same question, what were 2015 actual ITCs, and then what's your projected 2016 ITCs in your forecast? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Steve, 2015 earnings per share basis were about $0.24, and for 2016 they're going to be between $0.30 and $0.35.

Okay. And stepping back, Tom, you have generally kind of not wanted to talk about utility M&A so to speak, you focus very much on DM. Now, that you are doing a transaction that's more utility-ish, maybe you could give us a little bit more of your strategic thinking on utility M&A, why are you even doing it at all given you've got very good utility to begin with? And also just, should we view this as more kind of like an opportunistic thing or something that you plan to kind of continue to want to pursue strategically? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Well, Steve, thanks for the question. I guess, I don't view it as being a utility-ish combination. What we've said since our investor conference in February that we will be actively looking for assets to add to our MLP. And we have been doing that, as you know, we added portion of the Iroquois pipeline to our portfolio. We added the Carolina Gas Transmission system. We were particularly attracted to Questar's assets, largely because of the pipeline. We're perfectly happy with the LDC, which is one of the fastest growing LDCs in the country. Utah has often been ranked as the number one state in which to do business, and Questar Gas is a fast-growing LDC. And it has very similar attributes to East Ohio Gas. But it was the MLP-eligible assets that particularly caught our attention. And after we took a hard look at the region's Clean Power Plan goals, or targets, that the EPA has imposed. So this was a pipeline that's going to have a lot of growth opportunities and a very well-run, active-in-the-community, safety-conscious workforce at the LDC. So we're not looking all over the place trying to buy anything. We're looking for, as we said from the beginning, MLP-eligible assets. This takes care of – we don't need anything – we have with this – 2016 is already taken care of. This takes care of 2017, part of 2018. Blue Racer, if it's dropped, will be in the 2020s sometime. So Dominion Midstream Partners has now available to it a long, long runway of contracted long-term gas infrastructure assets with zero commodity risk in them. So I think it's a tremendous acquisition, also for the purpose of Dominion Midstream Partners, or unitholders. So all in all, I wouldn't necessarily view it as, like, we decided we were going to get interested in utility M&As. In fact, it's the same things that we have said since February.

Okay. And even with all the distress in midstream, it's still, there's still more to find in owning – doing this more through someone that's got a mix of utility midstream and not buying into direct midstream companies or assets? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: We found this when we think this is an outstanding acquisition for both, or combination for both Dominion and Dominion Midstream Partners. A lot of – as you know, there's a lot of distress, as you put it, in the midstream areas. This is a company that's distressed. It's very well run, and what we like particularly about it is the nature of the assets, long-term contracted.

Okay. And then the rating agencies – basically given your financing plan, have you gotten kind of confirmation of your ratings based on this, no changes? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: I think that you should expect the agencies – well, first of all, Steve, we met with agencies well ahead of the announcement to walk them through the plans and the metrics that this combination produce. And I expect both of them to come out very shortly with an opinion. I don't want to get out in front of them on that but we had very good discussions with them, and they clearly understand where we're going and the value of this transaction for us.

Great. Thank you. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you. Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Thank you.

Thank you. Our next question will come from Jeremy Tonet with JPMorgan.

Good afternoon. Congratulations. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you.

Just a couple of questions from the DM side. I was wondering, would it be fair to think about this transaction as far as extending the runway of drops as opposed to trying to increase the load of drops in the near term, and how does it impact the equity funding plans for DM? It seems like there's still no equity in 2016, and your 2017 plans largely haven't been changed. Is that a fair way to think about things, because investors are concerned about capital market access and all of that, so just trying to help, just trying to think through these different topics. Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Sure. Thanks for that question. I think the way you look at it is exactly right. We do not have any equity needs for DM to support our distribution growth rate in 2016. And the Questar pipeline asset essentially will just replace a Blue Racer drop that we had already anticipated in 2017. And we will keep Blue Racer in reserve, so to speak, until 2020 or beyond. So it really doesn't change the DM plan in terms of equity needs going forward, and in the near term we are out of the market. And as I mentioned earlier, the structure of our bridge financing with the term loan at the close gives us a lot of flexibility to enter a midstream market at the most opportune time to support that distribution growth in 2017.

Great. That's really helpful. And just wondering, as far as this transaction is concerned, it's geographically a bit different than where DM's other assets are. Can you help us think through the gives and takes of geographical diversification versus attractiveness of the assets, or any thoughts there would be helpful. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Sure. We said actually, people have asked us, we said all along that we were going to be looking for MLP-eligible assets. People would ask very logical questions. Does it need to be in your – are you looking for things that are geographically proximate? The answer was yes, but that it's preferred, but not required. That is the answer we've given since we started talking about this a year ago. What's particularly interesting about Questar, in addition to the culture of the company, which very closely matches our own, is the hub concept. Dominion, our transmission system is the hub of the Mid-Atlantic. Almost every – well, every pipeline that comes into the Northeast hits our system somewhere. We move gas from the west, from the south, from Canada. All of it had mixes through our system, and then is redeployed to the east through our system and other systems. Questar Pipeline provides that same service for the Northwest United States, and a large chunk of California. Almost a third of the gas of Western states goes through this pipeline system. So we're familiar with hubs. We see tremendous value in the hub system. And we think there's a lot of opportunity for growth through what will become, we hope soon, Dominion-Questar.

That's really helpful. And then just one last one if I could, as far as Southern Trails, if you're able to touch on what that opportunity could mean for you? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: I think we're going to have to leave Southern Trails to our colleagues at Questar.

Fair enough. Thank you. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you.

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

Hi, good morning... Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Good morning.

... or good afternoon. I guess on the bonus D&A question which affected your tax credits in 4Q, is that a reversible item that will come back in 2016, or is that opportunity of $0.03 now gone? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: It's gone for the foreseeable future, Brian. That was mainly around some manufacturing deductions. There were few other items, but they were mainly around manufacturing. And so until we become a taxpayer again, that is lost. And we don't expect to be a taxpayer for some time with the cash benefit I referenced earlier from bonus depreciation.

Got it. Secondly, can you also comment, what is the size of the term loan that you referenced with regards to that bridge financing for Questar? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Brian, we're not going to disclose that right now. But I will tell you it's sizable and it gives us a lot of flexibility on equity drops, more than enough to cover whatever we might be planning.

Okay, great. And then last one for me, to what extent is the high-end comment for growth EPS in 2018 and accretive activity in 2017, to what extent is that dependent on DM capital market to access? So stated another way, could you still hit the mid-point of your prior 2017 and 2018 growth targets, if you didn't have, in a worst case scenario, Dominion Midstream capital market to access? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: I think for 2017 and 2018 it's not contingent much at all on those capital markets. I think we're comfortable that with the other drivers that we have we can meet the targets that we have out there. And again, the main drivers, as you know, is the Cove Point coming online, on time, and on schedule, and on budget, and then the closing of this transaction. So I think we feel in good shape no matter if DM markets are open or not.

Great. Thank you very much. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you, Brian. Operation: Thank you. Our next question will come from Praful Mehta with Citigroup.

Hi, guys. On the Questar deal, as you've talked about, you clearly didn't need to do it. So what I'm trying to understand is the premium that you've paid for the deal, let's say close to $1 billion, what are the changes relative to Questar's standalone plan, or in terms of synergies, what are the synergies that you're going to extract relative to the standalone plan that helps support a bridge to the $1 billion of premium? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: The transaction is – the premium, I think, particularly, we'll leave it up to you all to compare it to other transactions that have happened in the last year or so. I think it has compared very favorably with those. This transaction though is not – accretion does not come from synergies. It comes from the ability to use Dominion Midstream Partners' equity instruments, along with Dominion's equity instruments. I think that's important for the analyst community to understand and shareholders, that it's the availability of those tools, and the growth that we see and that we can help enhance at Questar over the next few years. So there is a lot of opportunities there that we think, when in combination, we can be additive.

I got you. And then in terms of taxes, is there a tax saving that you can benefit from for the Questar assets that effectively are MLP-able for the part that is obviously owned by the unit holders; is there effectively a cash tax saving that you can get by dropping them down into the MLP? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: No, there is not.

Relative to Questar's standalone plan, there is no benefit in cash tax? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Yeah, that's correct.

Okay. Thank you. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you.

Thank you. Our next question will come from Stephen Byrd with Morgan Stanley. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Hi. Good afternoon. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Good afternoon. Stephen Calder Byrd - Morgan Stanley & Co. LLC: I had just two clarification questions. When we think about the EPS growth that you're guiding us to, would you mind just clarifying, is that off of a base that's the original 2015 guidance, or is that more like 5% to 6% off of the new 2016 guidance? I just want to kind of level set where we are. Mark F. McGettrick - Chief Financial Officer & Executive Vice President: What year are we talking about, Stephen? Stephen Calder Byrd - Morgan Stanley & Co. LLC: Well, I'm trying to project out earnings growth into 2017 and beyond. Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Yeah. The 2017 number is off of the 2016 range that we provided. And it's consistent with what we've said previously in the 5% to 6% range. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Okay. So it's 5% to 6% off of the new 2016 base that you provided here today. Okay. Mark F. McGettrick - Chief Financial Officer & Executive Vice President: That's right. Stephen Calder Byrd - Morgan Stanley & Co. LLC: Understood. Okay. Great. And then just more mechanics around financing of the acquisition from the Dominion Midstream, and missed – sorry if this is obvious or been discussed in some way that I just missed. But when you think about this, it's a large amount of assets eligible for Dominion Midstream and it's a significant amount of capital. Should I be thinking about that as a usage of…

Thank you. Our next question will come from Shar Pourreza with Guggenheim Partners.

Hi, everyone. Can you just maybe just touch on real quick the Wexpro agreement? Any risks that you see there? And then there's some opportunities to grow under Wexpro too. Are those sort of under review now? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Well, the Wexpro agreement, as you know, there's been a form of Wexpro agreement with Utah, Wyoming and Idaho Commissions for 35 years. And they just very recently did a settlement of Wexpro II, as you know, it's got a different structure to it. It has a lower ROE in it, although you can, depending upon what's going on in the markets, you can return to that ROE. Frankly, we're going to watch and see what happens with Wexpro. The core here for us is making sure we provide good service, reliable service to the folks in Utah, Idaho and Wyoming that are part of this system, that Wexpro has provided tremendous benefits to those customers over many years. We don't see any risk, to answer your question, around the regulatory treatment of Wexpro. And the gas production business, the gas supply business, that's how we view it, we're not going to be going off into the E&P business. We'll maintain – it's our view the Wexpro business needs to be maintained for the benefit of the customers of Questar.

Got it. That's helpful. And just lastly, post-merger, do you see any segments that could be potentially opportunities to strategically divest that maybe it's non-core? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: No.

Excellent. Thanks so much.

Thank you. Our next question will come from Angie Storozynski with Macquarie Capital. Angie Storozynski - Macquarie Capital (USA), Inc.: Thank you. So when I look out to 2017, what has changed, because you're saying that you can maintain your earnings growth projections in 2017, even though that transaction is accretive. So what the offset in your original business plan? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Well, there are a number of moving parts, Angie. One is, that the Blue Racer contribution is lower than what we had previously talked about. Second, that we knew in 2016 that we had a fairly large solar ITC number. And we haven't really determined what we were going to do with 2017 because the tax credit was going to go right away. So that – we're looking at other drivers to help that. Third is that, because of the capacity performance assumption if we have at the end of 2016 versus 2017, the number is better for us in 2016 than it is 2017 in the original assumption. And then there is a few other items that drove us on the downside there. But it wasn't anything – one single thing that was really large. It was just a lot of assumptions that we made for the February meeting that market conditions have challenged that. And so this offer a good opportunity to kind of make sure we could stay on track. Angie Storozynski - Macquarie Capital (USA), Inc.: Okay. And the Blue Racer's contributions are lower even though you're delaying the dropdown into DM. So... Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Yeah, Blue Racer's contributions were lower really just based on -we had slowed Blue Racer down and limited the capital investments in that. The biggest driver was that we were going to have five processing plants online in 2015. We only have four right now. And we have the other one on hold until market conditions improve for 2016. We had expected a full year's contribution from that extra processing plant. We're still very bullish on Blue Racer over time. It will have very good year-over-year growth, but not as good growth as we show in the February Analyst Meeting. Angie Storozynski - Macquarie Capital (USA), Inc.: Awesome. Thank you. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thanks, Angie.

Thank you. Our last question will come from Paul Patterson with Glenrock Associates.

Good afternoon, guys. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Good afternoon, Paul.

Just very quickly, I know that synergies aren't, if I understand correctly, what's driving the merger. But I would think at least on the corporate side, or at least the pipeline operations or stuff (54:24) that there'd be some. Do you guys have any numbers that you want to share with us in terms of what potential synergies there might be? Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: There will be synergies of course, Paul, you're quite right. But my point was, that's not what drives the transaction. It doesn't drive the accretion of the transaction. And we don't have anything to disclose on that today.

Okay. That's fine. And then in terms of purchase accounting, I would assume because these are regulated assets there probably isn't much in the way of write ups or anything at the actual assets or contracts or anything. Am I wrong about that? Are there any significant write-ups that might impact EPS going forward? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: No, you're exactly right. These are all regulated assets. So we don't expect any purchase accounting impacts at all.

Okay. And then just two quick ones. On the farm-outs, are you guys still comfortable with the projection of $450 million to $500 million that you guys had before on the farm-out projection? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Yeah, we're... Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Yeah, yeah, go ahead. Mark F. McGettrick - Chief Financial Officer & Executive Vice President: Excuse me, we're very comfortable with that, Paul. I mean, and when we talked about that range, our only challenge to that range was when would it exactly happen? And some have happened quicker in 2015 in some areas that we write to and some are slower. Some folks have signed up and now they want to restructure to get more flexibility. So we said that was over five years, very comfortable with that. And we do have an assumption in for 2016 which we think is very manageable. So overall, we like it. I just can't tell you exactly year-on-year how it's going to fold. But it's going to be over the five-year period in the range that we discussed.

Okay. Fine. And then coal ash, are we finished with that, do you think, in terms of the impairments we've seen associated with that? Mark F. McGettrick - Chief Financial Officer & Executive Vice President: We have our best estimate out there currently. It's an evolving field. I think we have the permits necessary that we need now to deal with a number of these ash ponds (56:27) with authorities. So I think that the best estimate we have at this point, could be tweaked, possibly, I don't think it will change a lot.

Okay. Great. Thanks a lot, and congratulations. Thomas F. Farrell ll - Chairman, President & Chief Executive Officer: Thank you.

Thank you. This does conclude this afternoon's teleconference. You may disconnect your line and enjoy your day.