ALJ/KJB/eam Date of Issuance 4/27/2012

Decision 12-04-035 April 19, 2012

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

Application of CONOCOPHILLIPS PIPE LINE COMPANY (PLC25) for an Exemption Pursuant to Section 853 of the Public Utilities Code or, Alternatively, for an Order Under Section 854 Authorizing the Transfer of Direct and Indirect Control of a Public Utility.

Application 12-02-015 (Filed February 17, 2012)

DECISION GRANTING APPLICATION

Summary

In this decision we grant the application of ConocoPhillips Pipeline Company (CPPL) for an exemption, pursuant to Section 853(b) of the Public Utilities Code (Pub. Util. Code), from the otherwise applicable requirements of Section 854 of the Pub. Util. Code regarding the proposed transfers of CPPL's California public utility operations (i) from ConocoPhillips, CPPL's current ultimate corporate parent, to a newly created, publicly traded holding company, Phillips 66, and (ii) from CPPL's current direct corporate parent, ConocoPhillips Company, to Phillips 66's principal operating subsidiary, Phillips 66 Company (the Proposed Transfers). We also authorize CPPL to submit a Tier 1 Advice Letter to implement a change in CPPL's corporate form and name
(to Phillips 66 Pipeline LLC) also contemplated as part of the Proposed Transfers. The ownership and name changes will have no effects on the business or operations of CPPL.