4. Description of Transaction

Applicants seek approval of a transaction whereby Working Assets shareholders exchange their existing shares for shares issued by the newly formed corporation, Working Assets, Inc. As a result of this exchange of control, Working Assets will be transferred to the holding company, Working Assets, Inc. The transaction will be accomplished by creating a subsidiary of Working Assets, Inc., Working Assets Merger Sub, Inc., into which Working Assets, the operating company, will merge. At that time Working Assets Merger Sub, Inc. will cease to exist and Working Assets, the operating utility, will continue to provide telecommunications service to its California customers, to whom the transaction will be transparent. Following the merger, current Working Assets shareholders will trade their shares for an equal number of shares of Working Assets, Inc., which in turn will control Working Assets, as well as the other subsidiaries, Working Assets Wireless, Working Assets Online and Working Assets Green Power. A copy of the agreement detailing the terms of the transaction is shown on Exhibit E of the application. Organizations charts, Attachments A - C, depict the before and after merger holding company organization.

Applicants submit that Exhibit E demonstrates that the transaction is an internal corporate reorganization that will have no impact on Working Assets operations or its customers. Working Assets current management will continue in place without change. None of Working Assets' rates, terms and conditions, billing practices and operations will be affected by the transaction. Furthermore, because Working Assets is not publicly traded, there are no outside shareholders whose interests must be considered.