Good morning and welcome to Dominion’s Third 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 question. (Operator Instructions) I’d 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 third 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 third 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 third quarter 2013 operating earnings and our operating earnings guidance for the fourth quarter and 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 third quarter and our guidance for the fourth quarter. Tom will review our operating and regulatory activities for the quarter and review the progress we’ve made on our growth plan, including an update on our West Virginian Marcellus farmout project. I’ll now turn the call over to Mark McGettrick.

Good morning. Dominion’s operating earnings were $1 per share for the third quarter compared to our guidance range of $0.85 to $0.95 per share. The contribution of the TL-388 pipeline to Blue Racer originally planned for the fourth quarter, added $0.07 per share to third quarter earnings. Even without this gain, earnings for the quarter would have been near the top of our guidance range. Lower operating and maintenance expenses, lower income taxes and lower interest expenses offset the impact of mild weather and lower merchant margins. Mild weather reduced earnings for the quarter by about $0.04 per share and lower than expected margins from our merchant generating plans reduced earnings by another $0.03 per share. Weather adjusted kilowatt hour sales for the quarter include about 1% compared to last year. Year-to-date residential sales are up about 1%. Data center sales are up 13% and industrial sales are up 2.1%. However, sales to commercial customers are flat and sales to governmental customers are down about 1.8% for the year. We continue to study these results and we will update our expectations along with our 2014 guidance after the first of the year. GAAP earnings were $0.98 per share for the quarter. The difference between third quarter GAAP and operating earnings is driven primarily by charges related to the repositioning our producer services businesses. A reconciliation of operating earnings to reported earnings can be found on Schedule 2 of the earnings release kit. Now moving to results by operating segment. Dominion Virginia Power, EBIT for the third quarter was $241 million, which was slightly below its guidance range. For electric distribution, kilowatt hour sales were below expectations due to milder than normal weather. EBIT at Dominion Retail was at its lower end of its guidance range due to customer attrition and…

Good morning. Each of our business units achieved year-over-year improvements in operations and safety performance in the third quarter. Year-to-date net capacity factor of the six Dominion nuclear units was 93.8%. Our power generations with utility fleet achieved a third quarter peak forced outage rate of just 2%; its best in three years. Power generations utility combined cycle fleet had a peak forced outage rate of just 0.9$; its best on record. We continue to move forward on our growth plans across all business units. Construction of the 1,329 megawatt Warren County combined cycle plant is progressing on schedule and on budget for our late 2014 commercial operation date. Overall, the project is about 60% complete and about 1,400 people presently employed at the site. We have begun construction of a 1,358 megawatt 3-on-1 combined cycle facility in Brunswick County and expect the plant to be in service by mid 2016. Gas and steam turbines have been procured. The agreements with the gas transportation supplier have been signed and pipeline permitting is underway. The conversion of the Altavista, Southampton and Hopewell plants from coal to biomass are progressing on schedule and on budget. The Altavista plant is placed into service in July. Hopewell is in the last late stages of commissioning and Southampton achieved first fire on biomass during October. Our three projects will be operational later this year. At September 10, the Virginia State Corporation Commission approved the company's CPCN application to modify the existing Bremo Power Station's unit 3 and 4 to use natural gas instead of coal as the primary fuel. The station outage has started. The EPC contractor is on site and Columbia Gas of Virginia is installing the necessary pipelines to supply gas to the facility. The station will commence operations on natural gas next…

Thank you. (Operator Instructions) Our first question will come from Greg Gordon with isigroup.com. Greg Gordon – ISI Group, Inc: Thanks guys. How are you doing?

Good morning, Greg. Greg Gordon – ISI Group, Inc: I’ve got two questions. The first is; it looks like industrial demand in the third quarter started to improve across most of the regions you disclose in your earnings release. Can you talk about what you’re seeing with regard to the industrial demand, but specifically but more – overall demand and whether you think you’ll get back closer to what your prior sales growth forecast were sort of pre to shutdown as we get into next year?

Hi, Greg this is Mark, I’ll take the first one there. In terms of industrial demand for the quarter we were up about 7%, but I would describe that as more of an anomaly. It was one customer that gave us increased sales there year-over-year. However, year-to-date on industrial we still are up about 2%. So we see industrial load building for us. We got a good quarter beyond that one customer and we like industrial sales based on original forecast. But let me kind of give you a rundown of where we're in sales for the third quarter and then year-to-date and what we’re expecting currently. For the third quarter our residential sales were down about 1%. These were all weather normalized numbers. Data centers were up almost 14%. Commercial sales however were flat as we said in our opening remarks, industrial sales up about 7% and governmental sales about flat. So on a year-to-date basis, we’re slightly less than 1% up across our mix, that’s been fairly consistent for the three quarters now. We’re going to monitor this for the fourth quarter as and see what it looks like based on Federal budget approvals and other commercial activity and we’ll talk in January about what we think the longer term growth rate is. But I would encourage everybody as they think about sales for us, even at 1% if you finish the year at 1% we would have one of those strongest growth stories I think of any of our peers, so most of our peers, anyway. And as you look at our growth going forward, sales are just one of the pieces of our growth. We have very strong uplift based on riders both in our gas business and our electric business and generation. We have very strong growth in our energy business, midstream, in our forward transmission business, and then we have sales growth in mainly Virginia Power. So again, year-to-date we’re a little less than 1%. It's been consistent for three quarters, we will see what it is for the fourth and then we’ll talk on a longer term guidance per sales in January. Greg Gordon – ISI Group, Inc: Okay. My second question is around Dominion Energy in the gas infrastructure projects, you list a bunch of things you’re working on, on Page 11. Does your current CapEx budget or any of these specific projects specifically target new long haul pipeline capacity to take gas outside of these flooded regions we're seeing in Pennsylvania or if that opportunity were to avail itself without being incremental to your current capital forecast?

Hi, Greg. This is Paul Koonce. Included in the list of projects is not what we would call necessarily a long haul pipeline extinct [ph]. The new market project up in the New York State is going to take gas out of Pennsylvania and West Virginia and take it up into New York State. What we have literally been focused on here recently or what we call these producer outlet projects which really gets the producer's gas, other interstate pipelines that take the minimal amount of capital, they take the shorter lead time and we believe that over time, those contracts are anyway from call it three to seven years and we believe that over time that as those producers get connected to us that that will lead us to doing longer term, longer line pipeline in the coming months. Greg Gordon – ISI Group, Inc.: Thank you.

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

Hi. Good morning, guys.

Good morning.

On the Marcellus deal, can you just help us think about I guess a, how the scaling of that royalty payment in the earnings contribution will go over time? Is it a volume metrically linked and is there some sort of gearing to production we should be thinking about?

That is four revenue streams that come out of us. The first is lease payments which we've given you a number for. The second would be a payment for the drilling activity itself. And third will be a royalty payment which is volumetric. And then the fourth will be the transportation agreements that come out of it. So at this point the only thing we are prepared to give a number on is the lease payments that we'll continue throughout the balance of the lease period. The rest of it will depend on some timing and with the royalties itself is on volume.

I got it.

Four different revenue streams that will continue out into the future.

Then I guess you also talked about kind of looking into the Marcellus properties and exploring the idea of a joint venture to kind of capitalize like you did Blue Racer. Any updates on thoughts with that strategy now that you have the underlying acreage contracts in place?

We are always considering options like that and not just obviously in the Marcellus and not just in West Virginia.

So the answer, you're not going to talk about it.

Not any further than I just did.

Okay. Then I guess Paul, can you just give…

Yes, the shorter answer.

Okay. Paul, can you talk about what have you seen in the regional market right now as far as margins and kind of volume competition and if there's any sense of that business stabilizing at this point?

Sure. It is as you commented, it's a very, very competitive business. We have always run retail as a profit business so we are constantly looking to – the mix of customers both by state as well as by site to maximize that value. The volumes if you looked in the kit on Page 21, you'll see that the electric volumes were down for the quarter. But that really has to do with a small number of provider of last resort agreements that we had this time last year that we don't have this year because they weren't profitable to continue to serve. So I think as we move through time when you look at customer accounts and you look at volumes, depending on whether you have a provider of last resort contract in there or not will cause the number to either be inflated or to be less. I think as we see these coal plant retirements, I think you have some large merchant fleets that are participating in the aggregation of business and I think as you have coal plant retirements, we think this business will stabilize and grow for us.

Got it. I guess just maybe one more on kind of the MLP outlook. When do you guys expect to or maybe give us some more color on sizing of which assets are going at upfront and then maybe some of the GP splits and how that will get structured within Dominion from an earnings potential perspective?

Dan, this is Mark. Unfortunately I think we're going to have to pass on that question until we file the S-1. We have a clear path forward that we think will add significant shareholder value, but until we file that we'll not be able to talk about many of the details around this structure.

Okay, got it. Thank you, guys.

Thank you, Dan.

Thank you. Our next question will come from Paul Fremont with Jefferies.

Thanks. I noticed that with the processing plants including sort of Natrium I but also the follow-on facilities that there is sort of delays in terms of getting these plants on line. Can you sort of just discuss what is it that sort of is slowing down this schedule? And do you still think you can do two processing plants a year or can you do more?

I'm going to let Paul Koonce answer your question. Paul, I'm not sure where you're seeing a delay in projects because I don't think there's a delay. So we can answer that maybe for you offline but Paul can talk about…

Yes, I think that as it relates to Berne and Natrium II, I mean that's equipment is ordered. Natrium II is already on site. I think Tom mentioned that we expect those facilities to be online spring and summer. So that work is going very well. As it relates to others, of course the Berne and Natrium II are just processing facilities. They are not fractionation facilities. They will use the fractionation capacity that we have in Natrium I. So as it relates to the work that we're doing through Blue Racer, the equipment's ordered. It's fairly straightforward construction process and we expect to bring that online back to the first of the year.

Should we still expect roughly to a year in terms of new processing?

Yes. I think when you look at the acreage where we're sitting especially in the West Utica and Southeastern Ohio, I think the plan is to continue to add a couple a year. And as I said when we're looking at processing, we're looking at pretty much a skid amount type of equipment, so that shouldn't be a problem for us.

Can you discuss the reason for the lower tax rate than what you guys were expecting for the year?

Paul, this is Mark. Yes, I can and we talked about this over the year couple of years really. We have some legacy IRS audits that went back 8 or 10 years that we have been very methodically closing out and settling with the IRS. And we can't predict really what the outcome might be. In the third quarter we had success in settling the 2010 and 2011 audits and because of that, we had a benefit on some issues that were in dispute and so those audits now are closed. So we're almost current on these legacy audits. We'll be current through 2011 by the end of the year. But this has occurred over the last three years by our tax proof taken a very proactive approach of catching up and going – current going forward. So that's the reason for the rate change.

Last question from me on your second quarter call you had indicated that you were going to dropdown to TL-388 on the fourth quarter. What caused you to move that earlier than what you had sort of suggested back in August?

It was ready. As we dropped it down, we had some maintenance to do on that pipe and it was ready in the third quarter. The joint venture wanted it as soon as they could get it because it's key to marking that area and moving gas, locking in these producers and because the facility was prepared to be dropped, there was no reason to wait and we took it in the third quarter.

Thanks a lot.

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

Hi. Good morning. Just a question regarding I guess the Natrium II and Berne as well as the farmout and potential investment there. How should we characterize those relative to kind of your overall CapEx plan that you've given, are these things that kind of implementing the plan or are these something that would be kind of incremental or additions to it?

Steve, good morning. I would put them in the category of implementing the plan other than this potential of a longer term, larger pipe that we are working on. That's not in our plans but the rest of these are supportive of the 5% to 6% growth.

Okay. And I guess, this new farmout plan, I know in the past you’ve talked about potentially recreating Blue Racers in other regions. Is this kind of, were your own version of Blue Racer in other region as there are still more of that kind of stuff that’s possible?

I would say, to answer your question is yes and yes. What we have done in with these customers and we will – there will be announcements downstream about who they’re and implementation and all that. But the way we’ve developed the thing now, there is also a processing rights, that’s something else that will be dealt within the future. That could be possibly done by us our -- we could do that ourselves or we could do that in a joint venture. That’s still -- that part we’ve the rights to the processing and whether we do it ourselves or with our partner is something we will continue to work on. And then we have a lot of assets in West Virginia and Pennsylvania that are not covered by the Blue Racer joint venture that we’re considering.

Okay, great. Thanks a lot.

Thank you, Steve.

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

Good morning, guys.

Good morning, Jonathan.

Quick question on Blue Racer and could you just -- I apologize if I recall this correctly, but remind me what the time frame that you’ve laid out for reaching equilibrium is range and then may be an update on just how you -- how that’s progressing?

Jonathan this is Mark. We’ve always said we thought we reach equalization in 2014. I think we’re well on schedule to do that.

Great. Thank you. And then just on a number -- I'm having trouble on the cash flow statement just reconciling the asset sale gain number of $118 million that pops up this quarter with the size of the $0.07 on the dropdown gain. So what else is in that number? What other gains were there? Was this related to the merchant gen perhaps and therefore below the line. I’m just curious there.

I think Jonathan, I don’t have the schedule right in front of me. But I think the reference probably there is to the gain on the sale of the merchant assets Brayton Point, Elwood and Kincaid, which was transact and concluded in the third quarter.

Okay. So I was guessing that’s what it would be -- sort of just a follow-up on that, you’ve said I guess in the -- when we took a charge in fourth quarter you said it was based on the bids you had for those assets? And then -- so why would there been that meaningful again on the -- when the sale actually came to close?

Hey Jonathan, this is Ash. The impairments or charges are recognized sooner or rather than later. So we’ve recognized those charges up front. Unfortunately you cannot recognize a gain till it actually occurs, so that’s what trigger the gain recognition when the sale actually took place.

Okay, great. Thank you.

Thank you. Our next question will come from Julien Dumoulin-Smith with UBS.

Hi. Good morning.

Good morning Julien.

So first and again I apologize if you can’t quite answer this. But when you think about the creation of the Dominion Gas subsidiary, the way you structure the business now? How do that relate to the MLP structure, if you will. And I suppose specifically if you could, does it relate to dropping individual assets out of this into an MLP or you talking about potentially structuring an MLP that would buy stakes of this Dominion Gas business. I understand it’s touchy, but whatever you can provide will be helpful.

Julien, the -- for the present people should be thinking about what we’ve said which is at present what we’re looking at is placing Blue Racer and Cove Point import and Cove Point export into the MLP and how exactly we’re going to do it, when exactly we’re going to do it, we will have to wait on that. The balance of the assets that are in the Dominion Gas Holdings, we will put there so that we would have transparency and visibility on the earnings that come out of the gas infrastructure business, because we didn’t think they were being high as fully as they could be in the markets, but it's up to you all to decide that. We didn’t think they were, so we thought it would be helpful to the financial community to see exactly what they produce. Those assets are eligible largely, eligible to be contributed to an MLP in the future, and that’s a decision that remains up in the future. But the reason why we created that was to allow people to see exactly what the earnings are that come out of our gas infrastructure business.

Great. And as a follow-up if you don’t mind; the utility assets, Hope Gas and East Ohio; is this an opportunity to drop into an MLP and perhaps if you could clarify around, is it utility itself or is it some of the gathering assets associated with it?

Those are, there’s very technical issues around what can be put into an MLP and not. Hope Gas, I don’t believe is eligible and I don’t think we’ve ever listed it as a potential. There are assets in East Ohio. East Ohio Gas is much more than a traditional local gas distribution company. It has very large gas storage holdings. It has very large pipelines. It has gathering systems. So it's a different animal. So there are portions of it that would be eligible. But that’s all off in the future. But hope, I don’t think anybody in our team here think that Hope is a eligible asset.

Great, thanks for the clarity. And then last on the government shutdown; can you just at least provide a little bit of preview as to how to think about that here?

Well, I think there are two issues. One is the sequester and it's budgetary implications and then the other is the shutdown, which was a short-term phenomenon that it’s actually most of the people still went to work, they just weren’t getting paid. But they’re getting paid twice now, so they’re getting paid retroactively. So the sequester is a bigger -- is a longer term issue and we will have to see how this conference committee works it's way through that ticket and which they -- we believe they will do by the end of the year and that will give us little more clarity on what we, how we view what the sales growth will be.

Great. Thank you very much for the time.

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

Good morning.

Good morning.

Just back on the Marcellus format, I’m sorry if I missed this; what's the timing do you think of the -- of getting the lease payments? 1when would that start?

This quarter.

Yes, Paul this is Paul Koonce. So we’ve actually entered into agreement. So the option payment will start now …

Lease payments.

Lease payments will start now and they will accrue over the -- over a preset drilling schedule that we have with the counter party.

Okay; and I would think that the incremental capital cost will be probably pretty low from your perspective. Am I right about that or is there additional cost that you have to put into this kind of a deal?

No, the counter party will provide all the capital for the drilling. So we get an override, a small override based on the production, but it's all their CapEx. Now we have had an open season to provide the transportation capacity out of the basin, that will be our capital we’re working through that now, and I think as Tom said in his remarks there’ll be more to come on that in the coming weeks.

Okay, great. And then on the competitive electric transmission opportunities and the congestion; compared to the congestion opportunities that apparently are on PJM you guys apparently sort of are selecting just a few, and I’m just wondering do you think there might be additional opportunities for you in that area? Just in general when you’re looking at your market outlook in PJM, what do you think the potential is for some of these market congestion fixes could mean to wholesale markets in PJM?

Well, this is Paul again. If you look at just PJM generally over the last two or three years, congestion is down substantially based on all of the electric transmission construction that has occurred. So, when you look at congestion projects in order for them to qualify they have to more than offset the congestion expense, and I believe that factors by 1.5 times. So the project has to be very innovative to overcome that hurdle. We bid on three different scenarios in AP South using the series capacitor banks [ph] which we've used on our own system which lowers and seasons which allows greater capacity flows and that has capitalized the very efficient way to deal with that. Now we have also modeled the balance of PJM to see what effect our project and AP South will have more generally on the larger PJM footprint. When we did that we didn't see that there were other projects that necessarily would meet the hurdle with PJM pass for congestion. So we are constantly monitoring how this will play out. Of course coal plant retirements will be a big part of that. But to-date what we have out there we think is very creative. We have not submitted others but we're watching it.

When will we find out about the results from your proposals? When will we figure out whether they're selected or not?

Yes, this is what PJM is calling a pilot year to try to implement per quarter 1000. So I would expect that PJM is going to move very deliberately and very cautiously to make sure that whatever recommendations they come up with are good. And so for that reason I wouldn't expect that we will know probably until after the first of the year.

Okay, great. Then just back on Kincaid and Brayton, that's finally over right in terms of the impairments that you guys are still incurring from that, correct?

That's finally over.

Okay, great. Thanks a lot guys.

Thank you, Paul.

Thank you. Our last question will come from Michael Lapides with Goldman Sachs.

Hi, guys. Really two questions. One, when you think about the long-term earnings growth, the guidance you've given on that, have you ever broken or can you break that out between kind of what do you expect Virginia Power's long-term earnings growth potential to be? And then how do you kind of combine that with what you think the long-term earnings growth power of the energy business? Just trying to get an order of magnitude maybe not even kind of a hard numbers around it, but just directional?

Mike, we haven't broken that but we could. It's clear enough. And on that recommendation, we'll go ahead and look at doing that in the future.

Okay. One kind of cash flow statement. What are you thinking about the difference between GAAP and cash taxes, like how much of a benefit will deferred tax benefits be fourth quarter 2013 and then as you look out to 2014 and beyond?

Mike, we don't have the answer to that question online. We'll follow-up with you after the call.

Sounds good. Thanks, guys.

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