2. Background

Phillips is a Delaware corporation, authorized to do business in California and with headquarters in Bartlesville, Oklahoma. It has owned and operated oil (including crude oil, refined petroleum products, and natural gas liquids) pipelines since its formation in 1917 and currently owns and operates over 6,800 miles of pipelines and pipeline-related facilities in the United States. Phillips is an integrated oil company with interests around the world and has extensive experience and expertise in all facets of oil pipeline ownership and operations.

UNOCAP is a California corporation with its principal place of business in Santa Fe Springs, California. A wholly owned subsidiary of Tosco Corporation, UNOCAP is an intrastate pipeline company with 1100 miles of oil pipelines between points in California which are comprised of six major pipeline systems, designated as Lines 100, 200, 300, 400, 600, and 700.¹ It provides service under tariffs on file with the Commission. In Decision (D.) 01-05-021, dated May 3, 2001, the Commission authorized Phillips to obtain indirect control of UNOCAP through its acquisition of Tosco Corporation. With that acquisition, Phillips has been the indirect owner of UNOCAP since 2001.

ConocoPhillips is a newly formed Delaware corporation with its principal place of business in Houston, Texas. If the merger is completed, ConocoPhillips will be the parent company of both Phillips and Conoco and will be the ultimate parent of UNOCAP.