Findings of Fact

1. Notice of this application appeared in the Commission's Daily Calendar of February 27, 2012.

2. Applicants seek an exemption pursuant to Pub. Util. Code § 853(b) from the requirements of Pub. Util. Code § 854 otherwise applicable to a proposed corporate reorganization of the ConocoPhillips family of companies.

3. CPPL is a public utility corporation subject to the jurisdiction of this Commission.

4. There will be no change in current operations, management, services or rates provided by CPPL as a result of the proposed corporate reorganization.