8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, DC  20549

FORM 8‑K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) May 4, 2017

Dominion Midstream Partners, LP

(Exact Name of Registrant as Specified in Its Charter)

Delaware(State or other jurisdiction of incorporation) 001-36684(Commission File Number) 46-5135781(IRS Employer Identification No.)

120 Tredegar StreetRichmond, Virginia (Address of Principal Executive Offices)   23219 (Zip Code)

Registrant's Telephone Number, Including Area Code (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On May 4, 2017, Dominion Midstream Partners, LP issued a press release announcing unaudited earnings for the three months ended March 31, 2017.  The press release and related unaudited earnings tables are furnished with this Form 8-K as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

Exhibit
99	Dominion Midstream Partners, LP press release dated May 4, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMINION MIDSTREAM PARTNERS, LP

Registrant

By:  Dominion Midstream GP, LLC

        Its general partner

/s/ Carter M. Reid

Carter M. Reid Senior Vice President and Corporate Secretary

Date:  May 4, 2017

EX-99

May 4, 2017

Dominion Midstream Partners Announces First-Quarter 2017 Earnings

· Net Income attributable to the partnership of $52.2 million

· Adjusted EBITDA of $75.4 million for first-quarter 2017

· Management affirms targeted 22 percent annual distribution growth through 2020

RICHMOND, Va. – Dominion Midstream Partners, LP (NYSE: DM) reported unaudited net income attributable to the partnership of $52.2 million for the three months ended March 31, 2017.  Adjusted earnings before interest, income taxes, depreciation and amortization (Adjusted EBITDA) was $75.4 million, and distributable cash flow was $44.1 million for the quarter.

Dominion Midstream uses Adjusted EBITDA and distributable cash flow as the primary performance measurements of its earnings and results for public communications with analysts and investors.  Dominion Midstream also uses Adjusted EBITDA and distributable cash flow internally for budgeting, reporting to the Board of Directors and other purposes. Management believes Adjusted EBITDA and distributable cash flow provide a more meaningful representation of the partnership's financial performance and liquidity.   Schedules B and D of this press release include reconciliations to the most directly comparable GAAP measures.

QUARTERLY DISTRIBUTION

On April 21, 2017, the Board of Directors declared a quarterly distribution of $0.2740 per common and subordinated unit, payable on May 15, 2017, to such unitholders of record at the close of business May 5, 2017. This distribution represents a 5 percent increase over last quarter and supports our 22 percent annual distribution growth rate plan.

CONFERENCE CALL TODAY

Dominion Midstream and Dominion Resources will jointly host a first-quarter earnings conference call at 10 a.m. ET on Thursday, May 4, 2017.  Management will discuss its first-quarter financial results and other matters of interest to the financial community.

Domestic callers should dial (877) 410-5657.  International callers should dial (334) 323-9872.  The passcode for the conference call is "Dominion."  Participants should dial in 10 to 15 minutes prior to the scheduled start time.  Members of the media also are invited to listen.

A live webcast of the conference call, including accompanying slides, will be available on the partnership's investor information page at www.dommidstream.com/investors.

A replay of the conference call will be available beginning about 1 p.m. ET May 4, 2017 and lasting until 11 p.m. ET May 11, 2017.  Domestic callers may access the recording by dialing (877) 919-4059.  International callers should dial (334) 323-0140.  The PIN for the replay is 72622263.  Additionally, a replay of the webcast will be available on the investor information pages by the end of the day May 4, 2017.

ABOUT DOMINION MIDSTREAM

Dominion Midstream is a Delaware limited partnership formed by Dominion Resources, Inc., to grow a portfolio of natural gas terminaling, processing, storage, transportation and related assets.  It is headquartered in Richmond, Va. For more information about Dominion Midstream, visit its website at www.dommidstream.com.

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CONTACTS:     Media: Ryan Frazier, (804) 819-2521 or C.Ryan.Frazier@dom.com

                             Financial analysts: Kristy Babcock, (804) 819-2492 or Kristy.R.Babcock@dom.com

Dominion Midstream Partners, LP
Schedule A - Consolidated Statements of Income*
(Unaudited)
	Three Months Ended
		March 31,
	2017	2016
(millions, except per unit data)
Operating Revenue	$          130.2	$            83.0
Operating Expenses
Purchased gas	12.2	0.9
Other operations and maintenance	31.1	20.0
Depreciation and amortization	24.9	10.0
Other taxes	9.3	7.3
Total operating expenses	77.5	38.2
Income from operations	52.7	44.8
Earnings from equity method investees	8.0	6.4
Other income	1.3	0.5
Interest and related charges (benefit)	7.7	(0.1)
Net income including noncontrolling interest	$            54.3	$            51.8
Less: Net income attributable to noncontrolling interest	2.1	28.7
Net income attributable to partners	$            52.2	$            23.1
Net income attributable to partners' ownership interest
Preferred unitholders' interest in net income	$              9.5	$                -
General partner's interest in net income	2.7	0.4
Common unitholders' interest in net income	27.1	13.4
Subordinated unitholder's interest in net income	12.9	9.3
Net income per limited partner unit (basic)
Common units	$            0.40	$            0.29
Subordinated units	$            0.40	$            0.29
Net income per limited partner unit (diluted)
Common units	$            0.37	$            0.29
Subordinated units	$            0.40	$            0.29
* The notes contained in Dominion Midstream's most recent quarterly report on Form 10-Q or annual report on Form 10-K are an integral part of the Consolidated Financial Statements.

Dominion Midstream Partners, LP
Schedule B - Reconciliation of EBITDA and Adjusted EBITDA to Net Income*
(Unaudited)
The following table presents a reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial measure for each period.
	Three Months Ended
		March 31,
	2017	2016
(millions)
Net income including noncontrolling interest	$            54.3	$            51.8
Add:
Depreciation and amortization	24.9	10.0
Interest and related charges (benefit)	7.7	(0.1)
EBITDA	$            86.9	$            61.7
Distributions from equity method investees	7.0	5.8
Less:
Earnings from equity method investees	8.0	6.4
EBITDA attributable to noncontrolling interest	10.5	36.2
Adjusted EBITDA	$            75.4	$            24.9
* The notes contained in Dominion Midstream's most recent quarterly report on Form 10-Q or annual report on Form 10-K are an integral part of the Consolidated Financial Statements.

Dominion Midstream Partners, LP
Schedule C - Summary of Consolidated Statements of Cash Flows*
(Unaudited)
	Three Months Ended
		March 31,
	2017	2016
(millions)
Cash flows from operating activities:
Net income including noncontrolling interest	$       54.3	$     51.8
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities	56.0	16.7
Net cash provided by operating activities	$     110.3	$     68.5
Net cash used in investing activities	$   (361.8)	$  (299.8)
Net cash provided by financing activities	$     303.0	$   231.7
Cash and cash equivalents at  beginning of period	39.6	35.0
Cash and cash equivalents at end of period	$       91.1	$     35.4
* The notes contained in Dominion Midstream's most recent quarterly report on Form 10-Q or annual report on Form 10-K are an integral part of the Consolidated Financial Statements.

Dominion Midstream Partners, LP
Schedule D - Reconciliation of Distributable Cash Flow to Net Cash from Operating Activities*
(Unaudited)
The following table presents a reconciliation of distributable cash flow to the most directly comparable GAAP financial measure for each period.
	Three Months Ended
		March 31,
	2017	2016
(millions)
Net cash provided by operating activities	$          110.3	$            68.5
Less:
Cash attributable to noncontrolling interest	18.8	40.7
Other changes in working capital and noncash adjustments	(16.4)	(2.9)
Equity method investee distributions included in investing activities	0.3	-
Adjusted EBITDA	$            75.4	$            24.9
Adjustments to cash:
Less:             Distributions to preferred unitholders	(9.5)	-
Plus (less): Deferred revenue	(0.1)	2.0
Less:             Amortization of regulatory liability	(0.7)	(0.7)
Less:             Maintenance capital expenditures	(13.2)	(5.5)
Plus:             Acquisition costs funded by Dominion	0.2	-
Less:             Interest expense and AFUDC equity	(8.1)	(0.5)
Plus:             Non-cash director compensation	0.1	0.1
Distributable cash flow	$            44.1	$            20.3
* The notes contained in Dominion Midstream's most recent quarterly report on Form 10-Q or annual report on Form 10-K are an integral part of the Consolidated Financial Statements.
HOW WE EVALUATE OUR OPERATIONS
Subsequent to the acquisition of Questar Pipeline, we define distributable cash flow as Adjusted EBITDA less distributions to preferred unitholders, maintenance capital expenditures and interest expense and adjusted for known timing differences between cash and income.

Dominion Midstream Partners, LP
Schedule E - Selected Financial Data*
(Unaudited)
	Three Months Ended
		March 31,
	2017	2016
(millions)
Adjusted EBITDA	$            75.4	$            24.9
Adjustments to cash:
Less:             Distributions to preferred unitholders	(9.5)	-
Plus (less):   Deferred revenue	(0.1)	2.0
Less:             Amortization of regulatory liability	(0.7)	(0.7)
Less:             Maintenance capital expenditures	(13.2)	(5.5)
Plus:             Acquisition costs funded by Dominion	0.2	-
Less:             Interest expense and AFUDC equity	(8.1)	(0.5)
Plus:             Non-cash director compensation	0.1	0.1
Distributable Cash Flow	$            44.1	$            20.3
Distributions:
Incentive distribution rights	2.9	0.4
Common unitholders	18.4	10.3
Subordinated unitholder	8.8	7.1
Total distributions	$            30.1	$            17.8
Coverage Ratio	1.47x	1.14x
* The notes contained in Dominion Midstream's most recent quarterly report on Form 10-Q or annual report on Form 10-K are an integral part of the Consolidated Financial Statements.
See schedules B and D for reconciliations of non-GAAP measures.