General Comments
Customers, community groups, political organizations and others regularly approach ConocoPhillips to support civic and political activities. Management and the ConocoPhillips Board of Directors encourage involvement in activities that advance the company’s goals and improve the communities where we work and live.

A number of local, state and federal laws exist that govern corporate involvement in activities of a political or public policy nature. These statutes contain numerous prohibitions and detailed reporting and record-keeping requirements. They also contain enforcement provisions that carry civil and criminal penalties for noncompliance. Employees may be asked to participate in activities that fall under the jurisdiction of one or more of these statutes.

The policies and guidelines below have been approved by the Public Policy Committee of the Board of Directors and are intended to help ensure corporate compliance with these laws and regulations.   With respect to political contributions, all such contributions will promote only the interests of ConocoPhillips, and not the personal political preferences of its company officers and executives.

These policies and guidelines deal primarily with U.S. domestic political activity, and are not intended to cover the many global political, legal and business issues that apply to U.S. corporations and their international affiliates. Other countries' rules and U.S. rules, such as the Foreign Corrupt Practices Act, are covered under other policies. Additionally, the policies and guidelines below only apply to situations where employees are asked to act on behalf of ConocoPhillips and do not apply to personal activities employees choose to fund or pursue at their own cost and on their own time.

Further information or related questions about these guidelines should be addressed to:

         Jim Ford, Vice President, Federal & State Government Affairs

Federal Political Campaign Contributions
Federal laws strictly forbid the giving or use of corporate funds for candidates campaigning for federal office, such as Congress. These laws apply to actual candidate campaigns and to solicitations from third parties, such as external political action committees, whose purpose is to help elect federal candidates.

ConocoPhillips is authorized under law to establish an employee political action committee (PAC) and fund its cost of administration. Consistent with approval of the Public Policy Committee, Spirit PAC has been formed to facilitate contribution of employee funds to federal candidates as well as state and local candidates. For a complete listing of contributions made by Spirit PAC from May 1, 2012 – December 31, 2012, click here.  Going forward, this information will be provided as an eighteen-month rolling archive, inclusive of the current report.

The Spirit PAC Board of Directors has established in its operating guidelines the following nonexclusive criteria for selecting candidates to support:

(a) The integrity and character of the candidate;
(b) The candidate’s holding of a leadership or policy position in his party or on a standing legislative committee, or the likelihood of the candidate’s attaining such position in the future;
(c) The candidate’s position and/or voting record on issues affecting the relationship of business and government and on economic and social questions of importance;
(d) The candidate’s relationship with or representation of an operating facility or company operations;
(e) The nature and strength of the candidate’s opposition in primary or general elections; or
(f) Other sources of financial assistance available to the candidate.

In addition, the Spirit PAC Board of Directors primarily concentrates on contributions that go direct to candidates for office, generally avoiding:

(a) Independent expenditures in support of or opposition to a candidate;
(b) Out-of-election-cycle contributions;
(c) Contributions to Presidential campaigns;
(d) Contributions to leadership PACs;
(e) Contributions to political parties; and
(f) Large contributions to trade association PACs.

State & Local Political Campaign Contributions
Individual state and local laws govern contributions to candidates running for election to state and local offices. The Public Policy Committee has authorized a strict process for the justification, approval and reporting of any corporate political contributions made in states that permit corporate contributions. The Public Policy Committee also sets a bi-annual budget for such corporate contributions in the U.S. and Canada.

The guidelines for determining whether a corporate political contribution should be made to a candidate are the same as the political action committee guidelines above, including those contributions to be avoided.

The responsibility to approve and administer contribution requests has been delegated to the corporate officer responsible for government affairs or his or her designee. Accordingly, the Vice President, Federal & State Government Affairs, and Legal must approve all requests for U.S. state and local contributions. The Vice President of ConocoPhillips Canada responsible for Government Affairs and Legal must approve all Canadian requests. A list of corporate political contributions made May 1, 2012 – December 31, 2012 can be viewed here. Going forward, this information will be provided as an eighteen-month rolling archive, inclusive of the current report.

The Spirit PAC Board of Directors may elect to make state and local contributions in states where corporate contributions are not allowed subject to applicable laws and PAC operating guidelines.

Candidate Fund Raising Events and Other Politically-Related Requests
Candidates and their supporters hold social activities as political fundraisers. Recognizing federal and many state laws impose restrictions, corporate funds for these activities require prior review and approval of Government Affairs and Legal.

ConocoPhillips does, from time to time, contribute to ballot initiatives, get out the vote activities and partisan organizations such as the Democratic and Republican governors associations. These, too, require review and approval of Government Affairs and Legal.  A listing of all such contributions made May 1, 2012 – December 31, 2012 can be viewed here. Going forward, this information will be provided as an eighteen-month rolling archive, inclusive of the current report.

Contributions to Other Political Action Committees
Many industry and special interest groups have created their own political action committees to elect candidates to office. State and national petroleum marketing associations, for example, have created PACs and are soliciting members and suppliers. Corporate contributions to these external PACs are strictly prohibited under ConocoPhillips policy if the contributions are intended to be used to fund candidates or their election campaigns. This includes the expensing of any costs for events such as golf and fishing tournaments, hunts, dinners, silent auctions and other types of activities used by these PACs to raise funds. Corporate contributions to fund administrative costs of certain external PACs may be permitted if allowed under applicable law, if doing so advances company goals, and if approved by Government Affairs and Legal.

Gifts to Elected Officials, Regulators and Government Employees
Federal law prohibits registered federal lobbyists and those entities that employ federal lobbyists (such as ConocoPhillips) from providing gifts or anything of value to Members of Congress or Congressional staffers. This includes appreciation gifts, items for display in his or her office, as well as tickets to sporting or other events. Of particular note, it also includes meals and lodging. While the rules provide for selected exceptions, great care is required to ensure compliance. Separate and similarly strict gift rules apply to the Executive Branch of the federal government. Additionally, states and localities have various types of gift rules, with some states such as California having very strict gift prohibitions and reporting requirements.

Any gift to an elected official or government employee made on behalf of ConocoPhillips must comply with the applicable gift ban rules and receive prior approval from Government Affairs.

Lobbying-related Activities / Government Contacts
Federal, state and local statutes govern corporate lobbying activities. These statutes require activities and expenses associated with working legislative and regulatory issues be reported regularly and in prescribed ways.  Contacts with officials and other efforts to influence government action, including permitting or licensing of company operations, may constitute lobbying activities under various state and local laws.

While the Federal Lobbying Disclosure Act exempts infrequent contacts with federal lawmakers, advance consultation with Government Affairs is essential to confirm the ground rules for these discussions and proper reporting. Consultation with Government Affairs is also required for contacts with state and local officials. This is especially important given the wide variation in rules from state to state and locality to locality.

Additionally, ConocoPhillips employees should refrain from the following activities at the state or federal level without prior internal consultation and approval.

• Testifying before a legislative or regulatory body.
• Agreeing to share in the costs of retaining a firm or individual to work a regulatory or a legislative issue.
• Agreeing to join an association or coalition whose purpose is to influence a regulatory or legislative issue.
• Lending ConocoPhillips’ name to any effort to endorse or oppose a pending legislative or regulatory issue.

Lobbying-related Activities – Trade Association Membership
ConocoPhillips actively engages with trade associations at the national, state and local levels. We encourage our employees to represent the interests of the company and the communities in which we operate through participation in committees and/or leadership roles in these associations.  While not the primary motivation for joining or maintaining membership in any trade association, many actively engage in lobbying.  Employees who serve on trade association committees that are advocating legislation or regulation must work closely with Government Affairs, affected business units and Legal to develop appropriate positions and ensure compliance with any possible lobbying disclosure requirements.

Through participation in trade associations involved in lobbying, ConocoPhillips seeks to champion legislative solutions that are practical, economical, environmentally responsible, non-partisan and in the best interests of the company. We feel it is important to be actively engaged with these organizations so our positions on key issues to the company can be expressed. We recognize that among trade association members there can be viable viewpoints that differ from ours. When this occurs, we seek to work with the association membership to promote reasonable compromise on major initiatives affecting the company and its stakeholders.  A list of U.S. trade associations to which ConocoPhillips paid more than $50,000 in annual dues for the year 2012 can be viewed here; the report will be updated at the end of 2013 to reflect the current year’s trade association memberships.

Questions should be directed to the Vice President, Federal & State Government Affairs.

Grassroots Activities
Grassroots activities are designed to supplement lobbying efforts in influencing officials to take favorable action on legislation important to the company.  When appropriate, ConocoPhillips will initiate calls to action targeted to our employees, which typically include the development and distribution of information and mobilization to contact policymakers or elected officials. In the same way, ConocoPhillips may expand its grassroots activity and/ or calls to action to include the general public, as deemed necessary on a case-by-case basis.  All grassroots activities are based on collaboration between appropriate Government Affairs and business unit personnel.  

Issue Advocacy
For ConocoPhillips business purposes, issue advocacy is the support of a pro-energy and/or pro-business position regarding a ballot initiative to be voted on by the people. Issue advocacy may also include support of an initiative that would defeat anti-energy and/or anti-business measures. Actions typically include development and distribution/broadcasting of information either jointly or solely, and may include signature gathering on initiative petitions which the company has expressly supported. ConocoPhillips will be active in such issues, provided: there is:  a compelling ConocoPhillips business rationale; an agreement to participate among the affected business units and Government Affairs personnel and management; and where there is distribution/broadcasting of information, significant ConocoPhillips and/or energy industry involvement, input and approval of the message development and the tactics taken in the initiative process.

Independent Expenditures
For ConocoPhillips purposes, independent expenditures are defined as those funds given or expended to directly support or defeat a candidate, without collaboration of the candidate. ConocoPhillips’ policy is to not make independent expenditures itself. However, if a compelling business purpose exists, an exception to this policy may be granted with the consent of Government Affairs, business unit personnel and Legal. Approval of the Public Policy Committee is also required.  For the period May 1 – December 31, 2012, no contributions to independent expenditures were made by ConocoPhillips. 

Certain trade associations in which the company maintains membership elect to incur independent expenditures. We have engaged in discussions with certain stakeholders who have expressed concern about this trade association practice.  As with prior reporting periods, ConocoPhillips again stipulated that none of our national trade association dues be applied to independent expenditures focused on the election or defeat of any federal candidates, for the period May 1, 2012 – December 31, 2012.

Contributions to Political Parties
Contributions to national parties by a corporation are illegal. Any such requests should be forwarded to Government Affairs given the potential for changes in the law and the need to monitor such requests.

Contributions to state parties remain legal, but subject to varying limitations and reporting requirements depending on the state. All requests require Government Affairs and Legal review and approval.

Party Conventions
ConocoPhillips may elect to participate in state or federal political party conventions. Although corporate contributions to political parties at the national level are prohibited by law, corporations may make contributions to the presidential conventions held by the parties through the host committees. Any such contribution requires the review and approval of Government Affairs and Legal.

Policy Review
In addition to undergoing a voluntary, internal assurance audit of its corporate political expenditures each year, ConocoPhillips assesses its political policies on a regular basis and in light of changes in federal, state and local lobbying and campaign finance laws and regulations.  For the period May 1, 2012 – December 31, 2012, ConocoPhillips has adhered to its own code for corporate political spending.