Conclusions of Law

1. The proposed corporate reorganization is not adverse to the public interest.

2. This proceeding is designated a ratesetting proceeding; no protests having been received, no hearing is necessary.

3. The application for an exemption from Pub. Util. Code § 854 should be approved.

ORDER

IT IS ORDERED that:

1. Pursuant to the provisions of Pub. Util. Code § 853(b), the proposed reorganization of ConocoPhillips Pipeline Company and its direct and indirect parent corporations is exempted from review under Pub. Util. Code § 854.

2. Promptly upon completion of the proposed corporate reorganization, Applicant shall file a Tier 1 advice letter to implement its contemplated change in corporate form to a limited liability company and change in name to Phillips 66 Pipeline LLC.

3. ConocoPhillips Pipeline Company shall make all books and records available for review and inspection upon Commission staff request.

4. The authority granted herein shall expire if not exercised within one year of the date of this order.

5. Application 12-02-015 is closed.

This order is effective today.

Dated April 19, 2012, at San Francisco, California.

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