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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10‑K
(Mark One)
 
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to          
Commission file number: 001‑35167
KOS_LOGOA04.JPG
Kosmos Energy Ltd.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
98‑0686001
(I.R.S. Employer
Identification No.)
8176 Park Lane
Dallas, Texas
(Address of principal executive offices)
75231
(Zip Code)
Registrant’s telephone number, including area code: +1 214 445 9600
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered:
Common Stock $0.01 par value
 
New York Stock Exchange
 
 
London Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý  No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No  ý
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý  No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý  No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b‑2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non‑accelerated filer ☐
(Do not check if a smaller reporting company)
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No  ý
The aggregate market value of the voting and non‑voting common stock held by non‑affiliates, based on the per‑share closing price of the registrant’s common stock as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,954,943,075 .
The number of the registrant’s Common Stock outstanding as of February 15, 2019 was 401,252,135 .
DOCUMENTS INCORPORATED BY REFERENCE
Part III, Items 10‑14, is incorporated by reference from the Proxy Statement for the Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission not later than 120 days subsequent to December 31, 2018 .
Certain exhibits previously filed with the Securities and Exchange Commission are incorporated by reference into Part IV of this report.
 
 
 
 
 


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Unless otherwise stated in this report, references to “Kosmos,” “we,” “us” or “the company” refer to Kosmos Energy Ltd. and its subsidiaries. On December 28, 2018, we changed our jurisdiction of incorporation from Bermuda to the State of Delaware, which we refer to herein as the Redomestication. All references to “Kosmos,” “we,” “us” or “the company” on or before December 28, 2018 refer to Kosmos Energy Ltd., an exempted company incorporated pursuant to the laws of Bermuda, and its subsidiaries. All such references after December 28, 2018 refer to Kosmos Energy Ltd., a Delaware corporation, and its subsidiaries. In addition, all references to “common stock” on or before December 28, 2018 refer to the common shares of Kosmos Energy Ltd. prior to the Redomestication, and all such references after December 28, 2028 refer to the common stock of Kosmos Energy Ltd. after the Redomestication. For additional detail, please see “Item 1. Business—Corporate Information.”
In addition, we have provided definitions for some of the industry terms used in this report in the “Glossary and Selected Abbreviations” beginning on page 3.
 
 
Page
 
 
 
 
 
 
 
 
 
 

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KOSMOS ENERGY LTD.
GLOSSARY AND SELECTED ABBREVIATIONS
The following are abbreviations and definitions of certain terms that may be used in this report. Unless listed below, all defined terms under Rule 4‑10(a) of Regulation S‑X shall have their statutorily prescribed meanings.
“2D seismic data”
    
Two‑dimensional seismic data, serving as interpretive data that allows a view of a vertical cross‑section beneath a prospective area.
“3D seismic data”
 
Three‑dimensional seismic data, serving as geophysical data that depicts the subsurface strata in three dimensions. 3D seismic data typically provides a more detailed and accurate interpretation of the subsurface strata than 2D seismic data.
“API”
 
A specific gravity scale, expressed in degrees, that denotes the relative density of various petroleum liquids. The scale increases inversely with density. Thus lighter petroleum liquids will have a higher API than heavier ones.
“ASC”
 
Financial Accounting Standards Board Accounting Standards Codification.
“ASU”
 
Financial Accounting Standards Board Accounting Standards Update.
“Barrel” or “Bbl”
 
A standard measure of volume for petroleum corresponding to approximately 42 gallons at 60 degrees Fahrenheit.
“BBbl”
 
Billion barrels of oil.
“BBoe”
 
Billion barrels of oil equivalent.
“Bcf”
 
Billion cubic feet.
“Boe”
 
Barrels of oil equivalent. Volumes of natural gas converted to barrels of oil using a conversion factor of 6,000 cubic feet of natural gas to one barrel of oil.
“Boepd”
 
Barrels of oil equivalent per day.
“Bopd”
 
Barrels of oil per day.
“Bwpd”
 
Barrels of water per day.
“Debt cover ratio”
 
The “debt cover ratio” is broadly defined, for each applicable calculation date, as the ratio of (x) total long‑term debt less cash and cash equivalents and restricted cash, to (y) the aggregate EBITDAX (see below) of the Company for the previous twelve months.
“Developed acreage”
 
The number of acres that are allocated or assignable to productive wells or wells capable of production.
“Development”
 
The phase in which an oil or natural gas field is brought into production by drilling development wells and installing appropriate production systems.
“Dry hole” or "Unsuccessful well"
 
A well that has not encountered a hydrocarbon bearing reservoir expected to produce in commercial quantities.
“EBITDAX”
 
Net income (loss) plus (i) exploration expense, (ii) depletion, depreciation and amortization expense, (iii) equity‑based compensation expense, (iv) unrealized (gain) loss on commodity derivatives (realized losses are deducted and realized gains are added back), (v) (gain) loss on sale of oil and gas properties, (vi) interest (income) expense, (vii) income taxes, (viii) loss on extinguishment of debt, (ix) doubtful accounts expense and (x) similar other material items which management believes affect the comparability of operating results. The Facility EBITDAX definition includes 50% of the EBITDAX adjustments of Kosmos-Trident International Petroleum Inc and includes Last Twelve Months ("LTM") EBITDAX for any acquisitions and excludes LTM EBITDAX for any divestitures.
“E&P”
 
Exploration and production.
“FASB”
 
Financial Accounting Standards Board.
“Farm‑in”
 
An agreement whereby a party acquires a portion of the participating interest in a block from the owner of such interest, usually in return for cash and/or for taking on a portion of future costs or other performance by the assignee as a condition of the assignment.
“Farm‑out”
 
An agreement whereby the owner of the participating interest agrees to assign a portion of its participating interest in a block to another party for cash and/or for the assignee taking on a portion of future costs and/or other work as a condition of the assignment.

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“Field life cover ratio”
 
The “field life cover ratio” is broadly defined, for each applicable forecast period, as the ratio of (x) the forecasted net present value of net cash flow through depletion plus the net present value of the forecast of certain capital expenditures incurred in relation to the Ghana and Equatorial Guinea assets, to (y) the aggregate loan amounts outstanding under the Facility.
"FLNG"
 
Floating liquified natural gas.
“FPS”
 
Floating production system.
“FPSO”
 
Floating production, storage and offloading vessel.
“Interest cover ratio”
 
The “interest cover ratio” is broadly defined, for each applicable calculation date, as the ratio of (x) the aggregate EBITDAX (see above) of the Company for the previous twelve months, to (y) interest expense less interest income for the Company for the previous twelve months.
“Loan life cover ratio”
 
The “loan life cover ratio” is broadly defined, for each applicable forecast period, as the ratio of (x) net present value of forecasted net cash flow through the final maturity date of the Facility plus the net present value of forecasted capital expenditures incurred in relation to the Ghana and Equatorial Guinea assets, to (y) the aggregate loan amounts outstanding under the Facility.
"LNG"
 
Liquefied natural gas.
“MBbl”
 
Thousand barrels of oil.
“MBoe”
 
Thousand barrels of oil equivalent.
“Mcf”
 
Thousand cubic feet of natural gas.
“Mcfpd”
 
Thousand cubic feet per day of natural gas.
“MMBbl”
 
Million barrels of oil.
“MMBoe”
 
Million barrels of oil equivalent.
"MMBtu"
 
Million British thermal units
“MMcf”
 
Million cubic feet of natural gas.
“MMcfd”
 
Million cubic feet per day of natural gas.
“Natural gas liquid” or “NGL”
 
Components of natural gas that are separated from the gas state in the form of liquids. These include propane, butane, and ethane, among others.
“Petroleum contract”
 
A contract in which the owner of hydrocarbons gives an E&P company temporary and limited rights, including an exclusive option to explore for, develop, and produce hydrocarbons from the lease area.
“Petroleum system”
 
A petroleum system consists of organic material that has been buried at a sufficient depth to allow adequate temperature and pressure to expel hydrocarbons and cause the movement of oil and natural gas from the area in which it was formed to a reservoir rock where it can accumulate.
“Plan of development” or “PoD”
 
A written document outlining the steps to be undertaken to develop a field.
“Productive well”
 
An exploratory or development well found to be capable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well.
“Prospect(s)”
 
A potential trap that may contain hydrocarbons and is supported by the necessary amount and quality of geologic and geophysical data to indicate a probability of oil and/or natural gas accumulation ready to be drilled. The five required elements (generation, migration, reservoir, seal and trap) must be present for a prospect to work and if any of these fail neither oil nor natural gas may be present, at least not in commercial volumes.
“Proved reserves”
 
Estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be economically recoverable in future years from known reservoirs under existing economic and operating conditions, as well as additional reserves expected to be obtained through confirmed improved recovery techniques, as defined in SEC Regulation S‑X 4‑10(a)(2).
“Proved developed reserves”
 
Those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods.
“Proved undeveloped reserves”
 
Those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects.

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“Stratigraphy”
 
The study of the composition, relative ages and distribution of layers of sedimentary rock.
“Stratigraphic trap”
 
A stratigraphic trap is formed from a change in the character of the rock rather than faulting or folding of the rock and oil is held in place by changes in the porosity and permeability of overlying rocks.
“Structural trap”
 
A topographic feature in the earth’s subsurface that forms a high point in the rock strata. This facilitates the accumulation of oil and gas in the strata.
“Structural‑stratigraphic trap”
 
A structural‑stratigraphic trap is a combination trap with structural and stratigraphic features.
“Trap”
 
A configuration of rocks suitable for containing hydrocarbons and sealed by a relatively impermeable formation through which hydrocarbons will not migrate.
“Undeveloped acreage”
 
Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of natural gas and oil regardless of whether such acreage contains discovered resources.

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Cautionary Statement Regarding Forward‑Looking Statements
This annual report on Form 10‑K contains estimates and forward‑looking statements, principally in “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our estimates and forward‑looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward‑looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. Many important factors, in addition to the factors described in our annual report on Form 10‑K, may adversely affect our results as indicated in forward‑looking statements. You should read this annual report on Form 10‑K and the documents that we have filed as exhibits hereto completely and with the understanding that our actual future results may be materially different from what we expect. Our estimates and forward‑looking statements may be influenced by the following factors, among others:
our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop and produce from our current discoveries and prospects;
uncertainties inherent in making estimates of our oil and natural gas data;
the successful implementation of our and our block partners’ prospect discovery and development and drilling plans;
projected and targeted capital expenditures and other costs, commitments and revenues;
termination of or intervention in concessions, rights or authorizations granted to us by the governments of the countries in which we operate (or their respective national oil companies) or any other federal, state or local governments or authorities;
our dependence on our key management personnel and our ability to attract and retain qualified technical personnel;
the ability to obtain financing and to comply with the terms under which such financing may be available;
the volatility of oil, natural gas and NGL prices;
the availability, cost, function and reliability of developing appropriate infrastructure around and transportation to our discoveries and prospects;
the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services;
other competitive pressures;
potential liabilities inherent in oil and natural gas operations, including drilling and production risks and other operational and environmental risks and hazards;
current and future government regulation of the oil and gas industry or regulation of the investment in or ability to do business with certain countries or regimes;
cost of compliance with laws and regulations;
changes in environmental, health and safety or climate change or greenhouse gas (“GHG”) laws and regulations or the implementation, or interpretation, of those laws and regulations;
adverse effects of sovereign boundary disputes in the jurisdictions in which we operate;
environmental liabilities;
geological, geophysical and other technical and operations problems including drilling and oil and gas production and processing;
military operations, civil unrest, outbreaks of disease, terrorist acts, wars or embargoes;
the cost and availability of adequate insurance coverage and whether such coverage is enough to sufficiently mitigate potential losses and whether our insurers comply with their obligations under our coverage agreements;

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our vulnerability to severe weather events, including tropical storms and hurricanes in the Gulf of Mexico;
our ability to meet our obligations under the agreements governing our indebtedness;
the availability and cost of financing and refinancing our indebtedness;
the amount of collateral required to be posted from time to time in our hedging transactions, letters of credit, performance bonds and other secured debt;
the result of any legal proceedings, arbitrations, or investigations we may be subject to or involved in;
our success in risk management activities, including the use of derivative financial instruments to hedge commodity and interest rate risks; and
other risk factors discussed in the “Item 1A. Risk Factors” section of this annual report on Form 10‑K.

The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and similar words are intended to identify estimates and forward‑looking statements. Estimates and forward‑looking statements speak only as of the date they were made, and, except to the extent required by law, we undertake no obligation to update or to review any estimate and/or forward‑looking statement because of new information, future events or other factors. Estimates and forward‑looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties described above, the estimates and forward‑looking statements discussed in this annual report on Form 10‑K might not occur, and our future results and our performance may differ materially from those expressed in these forward‑looking statements due to, including, but not limited to, the factors mentioned above. Because of these uncertainties, you should not place undue reliance on these forward‑looking statements.

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PART I
Item 1.  Business
General

Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. Our key assets include production offshore Ghana, Equatorial Guinea and U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. We also maintain a sustainable exploration program balanced between proven basin infrastructure-led exploration (Equatorial Guinea and U.S. Gulf of Mexico), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire, Namibia and Sao Tome and Principe). Kosmos is listed on the New York Stock Exchange (“NYSE”) and London Stock Exchange ("LSE") and is traded under the ticker symbol KOS.
Kosmos was founded in 2003 to find oil in under‑explored or overlooked parts of West Africa. Members of the management team—who had previously worked together making significant discoveries and developing them in Africa, the Gulf of Mexico, and other areas—established the company on a single geologic concept that previously had been disregarded by others in the industry, the Late Cretaceous play systems in West Africa. In its relatively brief history the Company has successfully opened two new hydrocarbon basins through the discovery of the Jubilee field offshore Ghana in 2007 and the Greater Tortue Ahmeyim development (which includes the Ahmeyim and Guembeul-1 discoveries offshore Mauritania and Senegal in 2015 and 2016, respectively). Jubilee was one of the largest oil discoveries worldwide in 2007 and is considered one of the largest finds offshore West Africa during that decade. First oil production was delivered just 42 months after initial discovery, a record for a deepwater development in this water depth in West Africa. The Ahmeyim discovery was one of the largest natural gas discoveries worldwide in 2015 and is believed to be the largest ever gas discovery offshore West Africa.
Over the last two years, our business strategy has evolved to include production enhancing infill drilling and well work as well as infrastructure-led exploration. This strategic evolution was initially enabled by our acquisition of the Ceiba Field and Okume Complex assets offshore Equatorial Guinea in October 2017 together with access to surrounding exploration licenses, and bolstered by the September 2018 acquisition of Deep Gulf Energy (together with its subsidiaries "DGE"), a deepwater company operating in the U.S. Gulf of Mexico, which further enhanced our production, exploitation and infrastructure-led exploration capabilities.    

Our Business Strategy
As a full-cycle E&P company, our mission is to deliver production and free cash flow from a portfolio rich in opportunities through a disciplined allocation of capital and optimal portfolio management for the benefit of our shareholders.

Our business strategy is designed to accomplish this mission by focusing on three key objectives: (1) maximize the value of our producing assets; (2) progress our discovered resources toward project sanction and into proved reserves, production, and cash flow through efficient appraisal and development; and (3) add new resources through a consistently active low cost exploration program. We are focused on increasing production, cash flows and reserves from our producing assets in Equatorial Guinea, Ghana, and the U.S. Gulf of Mexico. In Mauritania and Senegal, we are progressing our Greater Tortue Ahmeyim development with the objective of reaching first gas in the first half of 2022, as well as advancing our other discoveries towards a final investment decision. We also have a large inventory of leads and prospects in our exploration portfolio along the Atlantic Margins, both infrastructure-led and basin opening opportunities, which we plan to continue to mature for future drilling, providing us access to asymmetric growth potential in the coming years.
Grow cash flow, proved reserves and production through exploitation, development, infrastructure-led exploration and basin opening exploration activities
In the near term, we plan to grow cash flow, proved reserves and production by further exploiting our fields offshore Ghana, U.S. Gulf of Mexico, and Equatorial Guinea. In Ghana, we plan to continue drilling additional development and production wells at both the Jubilee and TEN fields in 2019. In the U.S. Gulf of Mexico we plan to continue infill drilling on existing fields, drilling infrastructure-led exploration targets, and progressing the development of the Nearly Headless Nick discovery via subsea tieback to existing infrastructure. In Equatorial Guinea our activity set is expanding beyond production optimization projects utilizing electrical submersible pumps to include infrastructure-led exploration which, if successful, can be brought online quickly via subsea tieback to existing infrastructure. In addition, we have sanctioned the first phase of the Greater Tortue Ahmeyim development offshore Mauritania and Senegal, which defines the timing and path to first gas. Beyond Greater Tortue Ahmeyim, growth could also be realized through the development of all or a portion of our other discoveries in Mauritania and Senegal. Our basin opening exploration efforts continue to be a significant portion of the portfolio. We believe the prospects and leads offshore Mauritania, Senegal, Sao Tome and Principe, Cote d'Ivoire, Namibia, and Suriname provide favorable opportunities to create

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substantial future growth and value through exploration drilling. During 2019, we plan to further test the potential of previous discoveries in Mauritania and Senegal and drill five infrastructure-led prospects in Equatorial Guinea and the U.S. Gulf of Mexico. Given the potential size of these prospects and leads, we believe that exploratory and appraisal success in our operating areas could significantly add to our growth profile.
Focus on optimally developing our discoveries to initial production
Our approach to development is designed to deliver first production on an accelerated timeline, leverage early learnings to improve future outcomes and maximize returns. In certain circumstances, we believe a phased approach can be employed to optimize full‑field development. A phased approach facilitates refinement of the development plans based on experience gained in initial phases of production and by leveraging existing infrastructure as subsequent phases of development are implemented. Production and reservoir performance from the initial phases are monitored closely to determine the most efficient and effective techniques to maximize the recovery of reserves and returns. Other benefits include minimizing upfront capital costs, reducing execution risks through smaller initial infrastructure requirements, and enabling cash flow from the initial phases of production to fund a portion of capital costs for subsequent phases.
For example, post‑discovery in 2007, first oil production from the Jubilee Field commenced in November 2010. This development timeline from discovery to first oil was significantly less than the seven to ten year industry average and set a record for a deepwater development of this size and scale at this water depth in West Africa. This condensed timeline reflects the lessons learned by our experienced team while leading other large scale deepwater developments. The Greater Tortue Ahmeyim development is also expected to be developed in an accelerated, phased approach consistent with our business strategy. This is anticipated to result in first gas seven years after initial discovery, which feeds the market at a potentially optimal time as demand is expected to outpace supply.
Kosmos Exploration Approach - A balance of basin opening and infrastructure-led
Kosmos’ exploration philosophy, which is traditionally basin opening based, is deeply rooted in a fundamental, geologic approach geared toward the identification of under‑explored or overlooked petroleum systems. Once an area of interest has been identified, Kosmos targets licenses over the particular basin or fairway to achieve an early‑mover or in many cases a first‑mover advantage. In terms of license selection, Kosmos targets specific regions that have sufficient size to manage exploration risks and provide scale should the exploration concept prove successful. Kosmos also looks for: (i) long‑term contract durations to enable the “right” exploration program to be executed, (ii) play type diversity to provide multiple exploration concept options, (iii) prospect dependency to enhance the chance of replicating success, and (iv) sufficiently attractive fiscal terms to maximize the commercial viability of discovered hydrocarbons. This type of exploration provides the portfolio with access to asymmetric growth possibilities.
Alongside the subsurface analysis, Kosmos performs an analysis of country‑specific risks to gain an understanding of the “above‑ground” dynamics, which may influence a particular country’s relative desirability from an overall oil and natural gas operating and risk‑adjusted return perspective. This process is employed for all new areas and is a key strength of Kosmos.
Our exploration approach has evolved to include infrastructure-led exploration. This shorter-cycle approach, which can typically deliver first production in less than 18 months, is aimed at areas where we have existing production and where there is sufficient infrastructure capacity to enable the development of new discoveries via subsea tieback. Acquisitions of the Ceiba Field and Okume Complex in Equatorial Guinea together with access to surrounding exploration licenses and the DGE assets in the Gulf of Mexico have added to the inventory of infrastructure-led exploration given their attractive acreage positions within proximity of existing infrastructure that has excess capacity available. This opens a new growth area with attractive economics in areas with high margin production that complements the basin opening exploration program. It also allows shared learnings across the portfolio.
Build the right strategic partnerships with complementary capabilities
As a full-cycle E&P company, part of our strategy is to optimize our portfolio at appropriate times for our exploration and development projects. One of the ways to accomplish this is to partner with high-quality industry players with world‑class complementary capabilities. This strategy is designed to ensure that the relative project can benefit from specific expertise provided by these partners, including exploration, development, production and above-ground capabilities. We have proven we can execute this strategy by partnering with supermajors including BP PLC ("BP") and Royal Dutch Shell ("Shell") across our exploration portfolio. In addition, bringing in the right strategic partners early in our projects often comes with a financial carry on future expenditures, allowing us to reduce our costs and increase return on investment.

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For example, in 2017 we formed an alliance with a subsidiary of BP. This alliance broadened the relationship that previously covered new venture opportunities in Mauritania, Senegal and The Gambia to create an Atlantic Margin explorer-developer partnership. The alliance combines Kosmos' regional exploration knowledge and capability with BP's deepwater development expertise to execute a selective, basin opening exploration strategy in the Atlantic Margin.
During the fourth quarter of 2018, Kosmos entered into an additional strategic exploration alliance with a subsidiary of Shell to jointly explore in Southern West Africa. Initially, the alliance will focus on Namibia where Kosmos has completed a farm-in to Shell's acreage in PEL 39, and Sao Tome & Principe where we have entered into exclusive negotiations for Shell to take an interest in Kosmos’ acreage in Blocks 5, 6, 11 and 12. As part of the alliance, the two companies will also jointly evaluate opportunities in adjacent geographies. This alliance is consistent with Kosmos’ strategy of partnering with supermajors to leverage complementary skill sets. Shell has deep expertise in carbonate plays, while Kosmos brings significant knowledge of the Cretaceous in West Africa. Furthermore, by working with Shell, Kosmos has a partner with the expertise to efficiently move exploration successes through the development stage.
During the first quarter of 2019, Kosmos expanded its relationship with BP to grow Kosmos’ footprint in the deepwater U.S. Gulf of Mexico. The venture includes the evaluation of 18 jointly owned leases in the Garden Banks area and an opportunity to earn an interest in three additional blocks in other areas of the deepwater U.S. Gulf of Mexico. This transaction will allow both companies to leverage complementary skill sets to execute farm-in projects around infrastructure. Kosmos will be designated operator and plans to commence drilling operations on the first well in 2019.
During the first quarter of 2019, Kosmos executed a farm-in agreement with Chevron covering the right to earn an interest in a strategic block in the deepwater U.S. Gulf of Mexico. This agreement allows Kosmos another opportunity to execute its deepwater U.S. Gulf of Mexico strategy of lower risk prospects with the potential for subsea development near existing midstream infrastructure. Kosmos will be designated operator and plans to commence drilling operations in 2019.
Apply our entrepreneurial culture, which fosters innovation and creativity, to continue our successful exploration and development program
Our employees are critical to the success of our business strategy, and we have created an environment that enables them to focus their knowledge, skills and experience on finding, developing and producing new fields and optimizing production from existing fields. Culturally, we have an open, team‑oriented work environment that fosters entrepreneurial, creative and contrarian thinking. This approach enables us to fully consider and understand both risk and reward, as well as deliberately and collectively pursue ideas that create and maximize value and free cash flow.
Maintain Financial Discipline
Execution of our strategy requires us to maintain a conservative financial approach with a strong balance sheet, ample liquidity, a commitment to low leverage and the ability to maintain significant headroom on our debt covenants. Typically, we fund exploration and development activities from a combination of operating cash flows, debt and partner carries.
As of December 31, 2018 , our net leverage ratio was just slightly over 2.0 times, largely the result of borrowing for the Gulf of Mexico acquisition. Our liquidity, after consideration of the additional RBL Facility commitments which became effective in January 2019, was approximately $0.6 billion available to fund our opportunities. When we do increase our net leverage as we did in 2018 with the U.S. Gulf of Mexico acquisition, we develop a well thought out plan to bring leverage back down.
Additionally, we use derivative instruments to partially limit our exposure to fluctuations in oil prices and interest rates. We have an active commodity hedging program where we aim to hedge a portion of our anticipated sales volumes on a two‑to‑three year rolling basis, with the goal to protect against the downside price scenario while still retaining partial exposure to the upside. As of December 31, 2018 , we have hedged positions covering 15.6 million barrels of oil production from 2019 through 2020. We also maintain insurance to partially protect against loss of production revenues from our producing assets.

During 2018 , Kosmos generated approximately $260.5 million of cash flow from operations.


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Operations by Geographic Area
We currently have operations in Africa and the Americas. Presently, our operating revenues are generated from our operations offshore U.S. Gulf of Mexico and Ghana. We also have an equity method investment generating revenues with operations offshore Equatorial Guinea. The following table provides a summary of certain key 2018 data for our geographic areas.
Geographic Area
 
Sales Volumes (Net to Kosmos)
 
Percentage of Total Sales Volumes
 
Revenue
 
Year-End Estimated Proved Reserves(1)
 
Percentage of Total Estimated Proved Reserves
 
 
(in MMboe)
 
 
 
(in thousands)
 
(in MMboe)
 
 
Ghana
 
10.7

 
58
%
 
$
739,070

 
89.7

 
54
%
U.S. Gulf of Mexico(2)
 
2.6

 
14

 
147,596

 
51.1

 
30

Total Kosmos
 
13.3

 

 
886,666

 
140.8

 

Equatorial Guinea(3)
 
5.2

 
28

 
360,650

 
26.6

 
16

Total
 
18.5

 
100
%
 
1,247,316

 
167.4

 
100
%
______________________________________
(1)
For information concerning our estimated proved reserves as of December 31, 2018 , see “—Our Reserves.”
(2)
Represents contributions from the U.S. Gulf of Mexico after the acquisition date.
(3)
Includes our 50% share from our equity method investment in Equatorial Guinea. Under the equity method of accounting, we only recognize our share of the net income of KTIPI as adjusted for our basis differential, which is recorded in (Gain) loss on equity method investments, net in the consolidated statement of operations. Effective as of January 1, 2019, our equity method investment in Equatorial Guinea was converted to an undivided interest in Block G.

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Information about our deepwater fields is summarized in the following table.
 
 
 
 
 
 
Kosmos
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Participating
 
 
 
 
 
 
 
 
 
License
 
Fields
 
License
 
    
 
Interest
 
 
 
Operator
 
 
 
Stage
 
Expiration
 
Ghana(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jubilee
 
WCTP/DT
 
(2)
 
24.1
%
 
(2)
 
Tullow
 
 
 
Production
 
2034
 
TEN
 
DT
 
 
 
17.0
%
 
(4)
 
Tullow
 
 
 
Production
 
2036
 
U.S. Gulf of Mexico(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barataria
 
MC 521
 
 
 
22.5
%
 
 
 
Kosmos
 
 
 
Production
 
(10)
 
Big Bend
 
MC 697 / 698 / 742
 
 
 
5.3
%
 
 
 
Fieldwood
 
 
 
Production
 
(10)
 
Don Larsen
 
EB 598
 
 
 
20.0
%
 
 
 
Anadarko
 
 
 
Production
 
(10)
 
Gladden
 
MC 800
 
 
 
20.0
%
 
 
 
W&T
 
 
 
Production
 
(10)
 
Kodiak
 
MC 727 / 771
 
 
 
29.1
%
 
 
 
Kosmos
 
 
 
Production
 
(10)
 
Marmalard
 
MC 255 / 300
 
 
 
11.8
%
 
 
 
LLOG
 
 
 
Production
 
(10)
 
Nearly Headless Nick
 
MC 387
 
 
 
22.0
%
 
 
 
LLOG
 
 
 
Development
 
(10)
 
Danny Noonan
 
EC 381
GB 463 / 506
 
 
 
Various

 
(5)
 
Talos
 
 
 
Production
 
(10)
 
Odd Job
 
MC 214 / 215
 
 
 
Various

 
(6)
 
Kosmos
 
 
 
Production
 
(10)
 
Sargent
 
GB 339
 
 
 
50.0
%
 
 
 
Kosmos
 
 
 
Production
 
(10)
 
SOB II
 
MC 431
 
 
 
11.8
%
 
 
 
LLOG
 
 
 
Production
 
(10)
 
S. Santa Cruz
 
MC 563
 
 
 
40.5
%
 
 
 
Kosmos
 
 
 
Production
 
(10)
 
Tornado
 
GC 281
 
 
 
35.0
%
 
 
 
Talos
 
 
 
Production
 
(10)
 
Mauritania
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Greater Tortue Ahmeyim
 
Block C8
 
(3)
 
29.0
%
 
(7)
 
BP
 
 
 
Development
 
2049
(11)
Marsouin
 
Block C8
 
 
 
28.0
%
 
(7)
 
BP
 
 
 
Appraisal
 
2019
(12)
Senegal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Greater Tortue Ahmeyim
 
Saint Louis Offshore Profond
 
(3)
 
29.0
%
 
(8)
 
BP
 
(8)
 
Development
 
2044
(11)
Teranga
 
Cayar Offshore Profond
 
 
 
30.0
%
 
(8)
 
BP
 
(8)
 
Appraisal
 
2021
 
Yakaar
 
Cayar Offshore Profond
 
 
 
30.0
%
 
(8)
 
BP
 
(8)
 
Appraisal
 
2021
 
Equatorial Guinea(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ceiba Field and Okume Complex
 
Block G
 
 
 
40.4
%
 
(9)
 
Trident
 
(9)
 
Production
 
2034
 
______________________________________
(1)
For information concerning our estimated proved reserves as of December 31, 2018 , see “—Our Reserves.”
(2)
The Jubilee Field straddles the boundary between the West Cape Three Points (“WCTP”) petroleum contract and the Deepwater Tano (“DT”) petroleum contract offshore Ghana. To optimize resource recovery in this field, we entered into the Unitization and Unit Operating Agreement (the “Jubilee UUOA”) in July 2009 with the Ghana National Petroleum Corporation (“GNPC”) and the other block partners of each of these two blocks. The Jubilee UUOA governs the interests in and development of the Jubilee Field and created the Jubilee Unit from portions of the WCTP petroleum contract and the DT petroleum contract areas.
These interest percentages are subject to redetermination of the participating interests in the Jubilee Field pursuant to the terms of the Jubilee UUOA. Our paying interest on development activities in the Jubilee Field is 26.9%.
(3)
The Greater Tortue Ahmeyim Unit, which includes the Ahmeyim discovery in Mauritania Block C8 and the Guembeul discovery in the Senegal Saint Louis Offshore Profond Block, straddles the border between Mauritania and Senegal.    To optimize resource recovery in this field, we entered into a Unitization and Unit Operating Agreement ("GTA UUOA") in February 2019 with the governments of Mauritania and Senegal. The GTA UUOA governs interests in and development of the Greater Tortue Ahmeyim Field and created the Greater Tortue Ahmeyim Unit from portions of the Mauritania Block C8 and the Senegal Saint Louis Offshore Profond areas.
(4)
Our paying interest on development activities in the TEN fields is 19%.


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(5)
Our interests in blocks EC 381, GB 463 and GB 506 are 30%, 15% and 30%, respectively.

(6)
Our interests in blocks MC 214 and MC 215 are 61.1% and 54.9%, respectively.

(7)
SMHPM has the option to acquire up to an additional 4% paying interests in a commercial development on Block C8. These interest percentages do not give effect to the exercise of such option.

(8)
PETROSEN has the option to acquire up to an additional 10% paying interests in a commercial development on the Saint Louis Offshore Profond and Cayar Offshore Profond blocks. The interest percentage does not give effect to the exercise of such option.

(9)
Kosmos owned a 50% interest in KTIPI which held an 85% interest in the Ceiba Field and Okume Complex through its wholly-owned subsidiary, Kosmos-Trident Equatorial Guinea Inc. ("KTEGI"), representing a 40.375% net indirect interest to Kosmos. Kosmos and Trident provided operational management and support to KTEGI, who is operator of the Ceiba Field and Okume Complex. Effective January 1, 2019, our outstanding shares in KTIPI were transferred to Trident Energy ("Trident") in exchange for a 40.375% undivided interest in the Ceiba Field and Okume Complex and Trident became the operator. As a result, our interest in the Ceiba Field and Okume Complex will be accounted for under the proportionate consolidation method of accounting going forward.

(10)
Our U.S. Gulf of Mexico blocks are held by production/operations, and the lease periods extend as long as production/governmental approved operations continue on the relevant block.

(11)
License expiration date can be extended by an additional ten years subject to certain conditions being met.

(12)
License expiration date can be extended beyond the current exploration period upon completion of required work program and subject to additional work obligations.

Exploration License and Lease Areas
 
 
 
 
Kosmos Average
 
 
 
 
 
License
 
 
 
Number of
 
Participating
 
 
 
 
 
Expiration
 
Country
 
Blocks
 
Interest
 
    
 
Operator(s)
 
Range
 
Cote D'Ivoire
 
5
 
45.0%
 
(1)
 
Kosmos
 
2020
(8)
Equatorial Guinea
 
4
 
40.0%
 
(2)
 
Kosmos
 
2020-2021
(8)
Mauritania
 
5
 
25.4%
 
(3)
 
BP, Total
 
2019-2020
(8)
Namibia
 
1
 
45.0%
 
(4)
 
Shell
 
2019
(8)
Sao Tome and Principe
 
6
 
45.0%
 
(5)
 
Kosmos, BP, Galp
 
2019-2022
(8)
Senegal
 
2
 
30.0%
 
(6)
 
BP
 
2020-2021
 
Suriname
 
2
 
41.7%
 
(7)
 
Kosmos
 
2020-2021
(8)
U.S. Gulf of Mexico
 
22
 
54.0%
 
 
 
Kosmos, Chevron, LLOG, Murphy
 
2019-2028
(9)
______________________________________
(1)
PETROCI has the option to acquire up to an additional 2% paying interests in a commercial development. The interest percentage does not give effect to the exercise of such option.
(2)
Should a commercial discovery be made, GEPetrol's 20% carried interest will convert to a 20% participating interest for all development and production operations.
(3)
Should a commercial discovery be made, SMHPM’s 10% carried interest is extinguished and SMHPM will have an option to acquire a participating interest in the discovery area between 10% and 14% (blocks C8, C12 and C13), 10% and 15% (Block C18) and 10% and 18% (Block C6). SMHPM will pay its portion of development and production costs in a commercial development on the blocks. The interest percentage does not give effect to the exercise of such option.
(4)
Should a commercial discovery be made, NAMCOR's 10% carried participating interest during the exploration period may continue through first commercial production but must be reimbursed through production.

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(5)
ANP-STP's carried interest may be converted to a full participating interest at any time. ANP-STP will reimburse any costs, expenses and any amount incurred on its behalf prior to the election.
(6)
PETROSEN has the option to acquire up to an additional 10% paying interest in a commercial development on the Saint Louis Offshore Profond and Cayar Offshore Profond blocks. The interest percentage does not give effect to the exercise of such option.
(7)
Should a commercial discovery be made, Staatsolie has the option to participate up to 10% in Block 42 and up to 15% in Block 45 in each commercial discovery. Staatsolie will pay its portion of development and production costs in a commercial development in which it participates.
(8)
License expiration date can be extended beyond the current exploration period upon completion of required work program and subject to additional work obligations.
(9)
Our U.S. Gulf of Mexico blocks can be held by continued operations, and the lease periods extend as long as governmental approved operations continue on the relevant block.

Ghana
The WCTP Block and DT Block are located within the Tano Basin, offshore Ghana. This basin contains a proven world‑class petroleum system as evidenced by our discoveries. The following is a brief discussion of our discoveries on our license areas offshore Ghana.
Jubilee Field
The Jubilee Field was discovered by Kosmos in 2007, with first oil produced in November 2010. Appraisal activities confirmed that the Jubilee discovery straddled the WCTP and DT Blocks. Pursuant to the terms of the Jubilee UUOA, the discovery area was unitized for purposes of joint development by the WCTP and DT Block partners.
The Jubilee Field is located approximately 60 kilometers offshore Ghana in water depths of approximately 1,000 to 1,800 meters, which led to the decision to implement an FPSO based development. The FPSO is designed to provide water and natural gas injection to support reservoir pressure, to process and store oil and to export gas through a pipeline to the mainland. The Jubilee Field is being developed in a phased approach. The initial phase provided subsea infrastructure capacity for additional production and injection wells to be drilled in future phases of development.
The GJFFDP was approved by the Government of Ghana in October 2017. This plan, which is expected to increase proved reserves and extend the field production profile, has been optimized to reduce overall capital expenditures to reflect the current oil price market. In November 2015, we signed the Jubilee Field Unit Expansion Agreement with our partners, which became effective upon approval of the GJFFDP, to allow for the development of the Mahogany and Teak discoveries through the Jubilee FPSO and infrastructure, thus reducing their development cost. As a result of the approval of the GJFFDP by the Ministry of Energy in October 2017, operatorship for the Mahogany and Teak discoveries transferred to Tullow. The WCTP partners transferred operatorship of the remaining portions of the WCTP Block, including the Akasa discovery, to Tullow effective February 1, 2018.
The Government of Ghana completed the construction and connection of a gas pipeline in 2017 from the Jubilee Field to transport natural gas to the mainland for processing and sale. In the absence of continuous export of large quantities of natural gas from the Jubilee Field, it is anticipated that we will need to reinject or flare such natural gas. Our inability to continuously export associated natural gas in large quantities from the Jubilee Field could impact our oil production.
In February 2016, the Jubilee Field operator identified an issue with the turret bearing of the FPSO Kwame Nkrumah. Kosmos and its partners completed the lifting and locking of the main turret bearing, and the rotation of the vessel to its final heading in the second half of 2018. Permanent spread mooring of the vessel is expected to be completed around mid-year 2019.
The financial impact of lower Jubilee production as well as the additional expenditures associated with the damage to the turret bearing is mitigated through a combination of the comprehensive Hull and Machinery insurance (“H&M”), procured by the operator, Tullow, on behalf of the Jubilee Unit partners, and the corporate Loss of Production Income (“LOPI”) insurance procured by Kosmos. Our LOPI coverage for this incident ended in May 2017 and the final cash proceeds were received in August 2017. Oil production from the Jubilee Field averaged approximately 78,000 Bopd gross (18,800 Bopd net) during 2018 .

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Tweneboa, Enyenra and Ntomme ("TEN")
The TEN fields are located in the western and central portions of the DT Block, approximately 48 kilometers offshore Ghana in water depths of approximately 1,000 to 1,700 meters. In November 2012, we submitted a declaration of commerciality and PoD over the TEN discoveries, and in May 2013, the government of Ghana approved the TEN PoD. The discoveries are being jointly developed with shared infrastructure and a single FPSO, the Professor John Evans Atta Mills.
Similar to Jubilee, the TEN fields are being developed in a phased manner. The TEN PoD was designed to include an expandable subsea system that would provide for multiple phases. Phase 1 of the TEN PoD includes the drilling and completion of up to 17 wells, 13 of which have been completed. Seven additional development wells are expected to be drilled during Phase 2. The remaining Phase 1 and Phase 2 wells are a combination of production wells and water or gas injection wells needed to maximize recovery.
First oil from the TEN fields was produced in August 2016. In January 2017, the capacity of the FPSO was successfully tested at an average rate of 80,000 Bopd during a short-term flow test. In September 2017, International Tribunal of the Sea issued its final decision in the previously disclosed maritime boundary dispute between the Governments of Ghana and Cote d'Ivoire, which allowed drilling to resume in early 2018. These additional wells are expected to increase production towards FPSO capacity. Production from TEN in the year ended December 31, 2018 averaged approximately 64,500 Bopd gross (10,400 Bopd net).
The construction and connection of a gas pipeline between the Jubilee and TEN fields to transport natural gas to the mainland for processing and sale was completed in the first quarter of 2017. In December 2017, we signed the TEN Associated-Gas - Gas Sales Agreement ("TAG GSA") and we commenced exporting gas to shore in the fourth quarter of 2018. However, the uptime of the gas processing facility in future periods is unknown. Our inability to continuously export associated natural gas in large quantities from the TEN fields could impact our oil production.

U.S. Gulf of Mexico
In September 2018, as part of the DGE transaction, Kosmos acquired: (i) a portfolio of producing assets that Kosmos can continue to exploit, (ii) infrastructure-led exploration growth assets, and (iii) a high-quality inventory of exploration prospects across the East Breaks, Garden Banks, Green Canyon and Mississippi Canyon areas. Our U.S. Gulf of Mexico assets averaged approximately 23,700 Boepd (net) (~81% oil) from twelve fields from the acquisition date through the end of 2018. We expanded our inventory through the U.S. Gulf of Mexico Lease Sale 251 in which we were awarded seven new deepwater blocks.

The following is a brief discussion of our key producing fields in the U.S. Gulf of Mexico.
 
Odd Job

The Odd Job field is producing through the Delta House FPS, operated by LLOG. The technical team initially identified the Middle Miocene sands at the Odd Job prospect using attribute analysis of a multi-client 3-D survey. These sands are currently producing through the Odd Job 215 #1 well and the Odd Job 215 #2 well. A third well, the Odd Job 214 #2 well, was drilled in 2018 and will be completed in the fourth quarter of 2019. A fourth exploration target in the field is a deeper Middle Miocene sand and is expected to be tested during the third quarter of 2019. The two currently producing wells achieved peak production of approximately 24,000 Boepd (gross), and net production from the acquisition date through the end of 2018 averaged approximately 5,900 Boepd.

Tornado

The Tornado field is producing from two Pliocene wells through the Helix Producer I, a ship-shaped, dynamically-positioned production platform in the deepwater U.S. Gulf of Mexico, which is operated by Talos Energy. In December 2018, a third well was drilled and logged 130 (true vertical thickness) net feet of pay in the same Pliocene sand. Planned production from the third development well is scheduled for the second quarter of 2019. The two currently producing wells achieved peak production of approximately 30,000 Boepd (gross), and net production from the acquisition date through the end of 2018 averaged approximately 6,000 Boepd.


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Marmalard

The Marmalard field produces from four wells, each completed in Middle Miocene sands. These wells are flowing through the Delta House FPS, operated by LLOG. The four wells achieved peak production of approximately 41,000 Boepd (gross), and net production from the acquisition date through the end of 2018 averaged approximately 3,000 Boepd.

Kodiak

The Kodiak field is producing from one well which is completed in the Middle Miocene sands. This well is flowing through the Devils Tower Spar platform, which is operated by ENI. A second development well is scheduled for drilling in the fourth quarter of 2020. The initial well achieved peak production of approximately 23,000 Boepd (gross), and net production from the acquisition date through the end of 2018 averaged approximately 4,000 Boepd.

South Santa Cruz / Barataria

The South Santa Cruz field is producing from one well in a Late Miocene sand through the Blind Faith tension-leg platform ("TLP"), which is operated by Chevron. The Barataria field is producing from one well in a different Late Miocene sand through the Blind Faith TLP, via South Santa Cruz. A third target in the field is a deeper Late Miocene sand and is expected to be tested during the second quarter of 2020. The two wells achieved peak production of approximately 15,000 Boepd (gross), and net production from the acquisition date through the end of 2018 averaged approximately 2,500 Boepd.

Mauritania
The C6, C8, C12, C13 and C18 blocks are located on the western margin of the Mauritania Salt Basin offshore Mauritania and range in water depths from 100 to 3,000 meters. These blocks are located in a proven petroleum system, with our primary targets being Cretaceous sands in structural and stratigraphic traps. Interpretation of available geologic and geophysical data has identified Cretaceous slope channels and basin floor fans in trapping geometries outboard of the Salt Basin as the key exploration objective. Multiple Cretaceous source rocks penetrated by wells and typed to oils and gases in the Mauritania Salt Basin are the same age as those which charge other oil and gas fields in West Africa.
These blocks cover an aggregate area of approximately 6.0 million acres (gross). We have acquired approximately 6,300 line-kilometers of 2D seismic data and 15,800 square kilometers of 3D seismic data covering portions of our blocks in Mauritania. Based on these 2D and 3D seismic programs, we have drilled two successful exploration wells and an appraisal well, and have identified additional prospects in our blocks. We continue to integrate the results of our drilling program in Mauritania.
Senegal
The Senegal Blocks are located in the Senegal River Cretaceous petroleum system and range in water depth from 300 to 3,100 meters. The area is an extension of the working petroleum system in the Mauritania Salt Basin. We believe the area has multiple Cretaceous source rocks with Albian through Cenomanian reservoir sands providing exploration targets. We acquired approximately 7,000 square kilometers of 3D seismic data over the central and eastern portions of the Senegal Blocks in January 2015. In February 2016, we completed a 4,500 square kilometer survey over the western portions of the Senegal Blocks to fully evaluate the prospectivity. We have drilled two successful exploration wells and an appraisal well, and have identified additional prospects in our blocks.
The following is a brief discussion of our discoveries to date offshore Mauritania and Senegal.
Greater Tortue Ahmeyim Development
The Ahmeyim and Guembeul discoveries (collectively “Greater Tortue Ahmeyim”) are significant, play-opening gas discoveries for the outboard Cretaceous petroleum system and are located approximately 120 kilometers offshore Mauritania and Senegal. The Greater Tortue Ahmeyim development straddles Block C8 offshore Mauritania and Saint Louis Offshore Profond offshore Senegal.
We have drilled three wells within the Greater Tortue Ahmeyim development, Tortue-1, Guembeul-1 and Ahmeyim-2. The wells penetrated multiple excellent quality gas reservoirs, including the Lower Cenomanian, Upper Cenomanian and underlying Albian. The wells successfully delineated the Ahmeyim and Guembeul gas discoveries and demonstrated reservoir continuity, as well as static pressure communication between the three wells drilled within the Lower Cenomanian reservoir. The discovery ranges in water depths from approximately 2,700 meters to 2,800 meters, with total depths drilled ranging from approximately 5,100 meters to 5,250 meters.

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The Tortue-1 discovery well, located in Block C8 offshore Mauritania, intersected approximately 117 meters of net hydrocarbon pay. A single gas pool was encountered in the Lower Cenomanian objective, which is comprised of three reservoirs totaling 88 meters in thickness over a gross hydrocarbon interval of 160 meters. A fourth reservoir totaling 19 meters was penetrated within the Upper Cenomanian target over a gross hydrocarbon interval of 150 meters. The exploration well also intersected an additional 10 meters of net hydrocarbon pay in the lower Albian section, which is interpreted to be gas.
The Guembeul-1 discovery well, located in the northern part of the Saint Louis Offshore Profond area in Senegal, is located approximately five kilometers south of the Tortue-1 exploration well in Mauritania. The well encountered 101 meters of net gas pay in two excellent quality reservoirs, including 56 meters in the Lower Cenomanian and 45 meters in the underlying Albian, with no water encountered.
The Ahmeyim-2 appraisal well is located in Block C8 offshore Mauritania, approximately five kilometers northwest, and 200 meters down-dip of the basin-opening Tortue-1 discovery. The well confirmed significant thickening of the gross reservoir sequences down-dip. The Ahmeyim-2 well encountered 78 meters of net gas pay in two excellent quality reservoirs, including 46 meters in the Lower Cenomanian and 32 meters in the underlying Albian.
In August 2017, we completed the drill stem test ("DST") of the Tortue-1 well, demonstrating that the Tortue field is a world-class resource and confirming key development parameters including well deliverability, reservoir connectivity, and fluid composition. The Tortue-1 well flowed at a sustained, equipment-constrained rate of approximately 60 MMcfd during the main extended flow period, with minimal pressure drawdown, providing confidence in well designs that are each capable of producing approximately 200 MMcfd. The DST results confirmed a connected volume per well consistent with the current development scheme, which together with the high well rate is expected to result in a low number of development wells compared to equivalent schemes. Initial analysis of fluid samples collected during the test indicate Tortue gas is well suited for liquefaction given low levels of liquids and minimal impurities. Data acquired from the DST was used to further optimize field development and to refine process design parameters critical to the front end engineering and design ("FEED") process.

In December 2018, the partners agreed on a final investment decision for Phase 1 of the Greater Tortue Ahmeyim project. The Greater Tortue Ahmeyim project is designed to produce gas from a deepwater subsea system to a mid-water FPSO and then to a FLNG facility at a nearshore hub located on the Mauritania and Senegal maritime border. The FLNG facility for Phase 1 is designed to produce approximately 2.5 million tons per annum on average. The project will provide LNG for global export, as well as make gas available for domestic use in both Mauritania and Senegal. First gas for the project is expected in the first half of 2022. Following a competitive tender process involving all partners and subject to final documentation, BP Gas Marketing has been selected as the buyer for the LNG offtake for Greater Tortue Ahmeyim Phase 1.

Other Mauritania and Senegal Discoveries
The BirAllah discovery (formally known as Marsouin), located in Block C8 offshore Mauritania, is a significant, play-extending gas discovery, building on our successful exploration program in the outboard Cretaceous petroleum system offshore Mauritania. The Marsouin-1 well is located approximately 60 kilometers north of the Ahmeyim discovery and was drilled to a total depth of 5,150 meters in nearly 2,400 meters of water. Based on analysis of drilling results and logging data, Marsouin-1 encountered at least 70 meters of net gas pay in Upper and Lower Cenomanian intervals comprised of excellent quality reservoir sands.
The Teranga discovery is located in the Cayar Offshore Profond block approximately 65 kilometers northwest of Dakar, and was our second exploration well offshore Senegal. The Teranga-1 discovery well is located in nearly 1,800 meters of water and was drilled to a total depth of approximately 4,850 meters. The well encountered 31 meters of net gas pay in good quality reservoir in the Lower Cenomanian objective. Well results confirm that a prolific inboard gas fairway extends approximately 200 kilometers south from the Marsouin-1 well in Mauritania through the Greater Tortue Ahmeyim area on the maritime boundary to the Teranga-1 well in Senegal.
The Yakaar discovery is located in the Cayar Offshore Profond block offshore Senegal, approximately 95 kilometers northwest of Dakar in approximately 2,600 meters of water. The Yakaar-1 discovery well was drilled to a total depth of approximately 4,900 meters. The well intersected a gross hydrocarbon column of 120 meters in three pools within the primary Lower Cenomanian objective and encountered 45 meters of net pay. An appraisal well is planned in 2019.

Equatorial Guinea
In October 2017, we entered into petroleum contracts covering Blocks EG-21, S, and W with the Republic of Equatorial Guinea. The petroleum contracts cover approximately 6,000 square kilometers, with a first exploration period expiring in March

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2023. The first exploration period consists of two sub-periods of three and two years, respectively. The first exploration sub-period work program included an approximately 6,000 square kilometer 3D seismic acquisition requirement across the blocks, which was completed in November 2018.
 
In June 2018, we closed a farm-in agreement with a subsidiary of Ophir Energy plc ("Ophir") for Block EG-24, offshore Equatorial Guinea, whereby we acquired a 40% non-operated participating interest. As part of the agreement, we reimbursed a portion of Ophir's previously incurred exploration costs and will fully carry Ophir's share of the costs of a planned 3D seismic program as well as pay a disproportionate share of the well commitment should we enter the second exploration sub-period. The petroleum contract covers approximately 3,500 square kilometers, with a first exploration period of three years from the effective date (March 2018) which can be extended up to four additional years at our election subject to fulfilling specific work obligations. The first exploration period work program includes a 3,000 square kilometer 3D seismic acquisition requirement, which was completed in November 2018. In January 2019, we entered into an agreement to acquire Ophir's remaining interest in and operatorship of the block, subject to customary governmental approvals, which will result in Kosmos owning an 80% interest in Block EG-24. Should a commercial discovery be made, GEPetrol's 20% carried interest will convert to a 20% participating interest for all development and production operations.

In November 2018, we completed a 3D seismic survey of approximately 9,500 square kilometers over blocks EG-21, EG-24, S and W offshore Equatorial Guinea, and approximately 200 square kilometers over Block G. The seismic data will be processed with the objective of high grading prospects for drilling in 2019.

Ceiba Field and Okume Complex - Equity Method Investment
In the fourth quarter of 2017, through a joint venture with an affiliate of Trident, we acquired all of the equity interest of Hess International Petroleum Inc., a subsidiary of Hess Corporation ("Hess"), which holds an  85%  paying interest ( 80.75%  revenue interest) in the Ceiba Field and Okume Complex assets. Under the terms of the agreement, Kosmos and Trident each own  50%  of Hess International Petroleum Inc. Hess International Petroleum Inc. was subsequently renamed Kosmos-Trident International Petroleum Inc. ("KTIPI"). Kosmos is primarily responsible for exploration and subsurface evaluation while Trident is primarily responsible for production operations and optimization. The transaction expands our position in the Gulf of Guinea and provides immediate cash flow through existing production with potential to increase existing production through exploration opportunities with potential low cost tie-backs through the existing infrastructure. The gross acquisition price was  $650 million  effective as of January 1, 2017. After post closing entries Kosmos paid net cash of approximately  $231 million . The transaction was accounted for as an equity method investment. Oil production from the Ceiba Field and Okume Complex averaged approximately 44,000 barrels gross (28,000 barrels net) of oil per day during 2018 .

Effective as of January 1, 2019, our outstanding shares in KTIPI were transferred to Trident in exchange for a 40.375% undivided interest in the Ceiba Field and Okume Complex. As a result, our interest in the Ceiba Field and Okume Complex will be accounted for under the proportionate consolidation method of accounting going forward.

In May 2018, we signed a farm-out agreement with a subsidiary of Trident covering blocks S, W and EG-21 offshore Equatorial Guinea. Under the terms of the agreement, Trident acquired a 40% non-operated participating interest in the blocks and Kosmos remains the operator. In August 2018, we completed the farm-out agreement covering blocks S, W and EG-21 offshore Equatorial Guinea resulting in a $7.7 million gain.

Suriname
We are the operator for petroleum contracts covering Block 42 and Block 45 offshore Suriname, which are located within the Guyana Suriname Basin, along the Atlantic transform margin of northern South America. Suriname lies between Guyana to the west and French Guyana to the east. The Guyana-Suriname Basin was formed by tensional forces associated with the opening of the Atlantic Ocean as South America separated from Africa in the Mid Cretaceous period. The Suriname basin is analogous to the working petroleum systems of the West African transform margin. The emerging petroleum system in Suriname has been proven by the presence of onshore producing fields and most recently by nearby discoveries offshore Guyana, including the Liza-1 well.
Suriname Block 42 and Block 45 are positioned centrally in the Suriname-Guyana Basin, and located to the east of the recent play opening Liza-1 oil discovery. Likewise, the blocks are also positioned to the northwest of the French Guyana Basins’ Zaedyus oil discovery.
We believe that there are several independent play types of importance on our operated blocks. Of note are the listric faulted structural stratigraphic play of the Lower Cretaceous and the stratigraphically trapped Upper Cretaceous plays similar to

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those discovered in the Jubilee Field offshore West Africa. The recent oil discovery in Guyana (Liza-1) in the same geologic basin provides a positive point of calibration for the Upper Cretaceous stratigraphic play in Suriname. 
The Tambaredjo and Calcutta Fields onshore Suriname, as well as the Liza-1 well discovery offshore Guyana, demonstrate that a working petroleum system exists, and geological and geochemical studies suggest the hydrocarbons in these fields were generated from source rocks located in the offshore basin. The source rocks are believed to be analogous in age to those which have charged numerous fields in offshore West Africa.
In June 2018, the Anapai-1A exploration well was drilled to a total depth of approximately 4,600 meters and was designed to test lower Cretaceous reservoirs in a structural trap on the flank of the basin. The prospect was fully tested, encountering high quality reservoirs in the targeted zones, but did not find hydrocarbons. The well has been plugged and abandoned.

In July 2018, we entered into the second exploration phase in blocks 42 and 45, which now expires in September 2021. The second phase carried a one well commitment per block that has been met for both blocks with the Anapai-1A and Pontoenoe-1 exploration wells.

In October 2018, the Pontoenoe-1 exploration well was drilled to a total depth of approximately 6,200 meters and was designed to test late Cretaceous reservoirs in a structural trap charged from oil mature Albian and Cenomanian-Turonian source kitchens. The prospect was fully tested but did not discover commercial hydrocarbons. High-quality reservoir was encountered, but the primary exploration objective proved to be water bearing. The well has been plugged and abandoned.

The well results are being integrated into the ongoing evaluation of the remaining prospectivity in our Suriname acreage position.
Sao Tome and Principe
During 2015 and 2016, Kosmos acquired acreage in Blocks 5, 6, 11 and 12 offshore Sao Tome and Principe in the Gulf of Guinea. We are the operator of Blocks 5, 11 and 12, and Galp Energia Sao Tome E Principe, Unipessoal, LDA (“Galp”), a wholly-owned subsidiary of Petrogal, S.A., is the operator of Block 6. In March 2018, as part of our alliance with BP, we entered into petroleum contracts covering Blocks 10 and 13 with the Democratic Republic of Sao Tome and Principe. We presently have a 35% participating interest in the blocks and the operator, BP, holds a 50% participating interest. The national petroleum agency, Agencia Nacional Do Petroleo De Sao Tome E Principe ("ANP STP") has a 15% carried interest in the blocks through exploration. These blocks cover an area of approximately 5.9 million acres (gross) in water depths ranging from 2,250 to 3,000 meters and provide an opportunity to pursue the same core Cretaceous theme that was successful for us in Ghana.
Our blocks are adjacent to, and represent an extension of, a proven and prolific petroleum system offshore Equatorial Guinea and northern Gabon comprising Early Cretaceous post-rift source rocks and Late Cretaceous reservoirs. Kosmos has established an extensive position in the Rio Muni Basin where there is a proven source and reservoir inboard with the Ceiba and Okume discoveries in Equatorial Guinea, which appears to extend outboard into the deepwater in Sao Tome and Principe, where there are oil seeps on both islands. Kosmos has identified large potential structural and stratigraphic traps on early seismic, which is currently being processed.
We believe that the southern extent of the West African transform margin in Sao Tome and Principe comprises a series of Albian pull-apart basins formed during the separation of Africa from South America, providing the necessary conditions for the generation, migration and entrapment of hydrocarbons. Large sandstone depo-centers were developed at the structural junctions of rift and shear fault trends resulting in the deposition of deep-water slope channels and basin floor fans draping over and around anticlinal highs adjacent to fracture zones. These constitute the main play in the acreage.
In December 2016, we received approval for a two-year extension of Phase 1 for Block 5 offshore Sao Tome and Principe, which now expires in May 2019. Additionally, during the same month we assigned 20% participating interest to Galp in each of Blocks 5, 11 and 12 offshore Sao Tome and Principe. Based on the terms of the agreement, Galp has paid a proportionate share of Kosmos’ past costs in the form of a partial carry on the 3D seismic survey.
In August 2017, we completed a 3D seismic survey of approximately 15,800 square kilometers over Blocks 5, 6, 11, and 12 offshore Sao Tome and Principe. Processing has been completed. We are compiling an inventory of prospects on the license areas in Sao Tome and Principe and will continue to refine and assess the prospectivity, integrating this new 3D seismic data into our geological evaluation during 2019 with a view to drilling as early as 2020.

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In November 2017, we received approval for a one-year extension of Phase 1 for Block 11 offshore Sao Tome and Principe, which now expires in July 2019.
Morocco
In August 2018, we provided to the Office National Des Hydrocarbures et des Mines ("ONHYM") a notice to abandon the Essaouira Offshore block, located offshore Morocco, at the end of the then current exploration phase (November 2018).

Cote d'Ivoire
In December 2017, as part of our Alliance with BP, we entered into petroleum contracts as operator for five Offshore Blocks, CI-526, CI-602, CI-603, CI-707 and CI-708, which are located in a Cenomanian-Turonian petroleum system and range in water depth from 450 to 4,500 meters. The area is located approximately 150 kilometers west of our TEN discoveries in Ghana. We believe the area has multiple Cretaceous source rocks with Cenomanian through Maastrichtian reservoir sands providing exploration targets. In May 2018, we completed a 3D seismic survey covering approximately 12,000 square kilometers over blocks CI-526, CI-602, CI-603, CI-707 and CI-708 offshore Cote d'Ivoire.

Namibia
In September 2018, we acquired a 45% non-operated participating interest in PEL 39 offshore Namibia, which later became part of a larger strategic alliance with Shell to jointly explore in Southern West Africa. The block covers an area of approximately 3.1 million acres in water depth ranging from 250 to 3,000 meters. The blocks provide for multiple plays targeting Cretaceous deepwater systems. We believe the area is positioned within the interpreted oil mature window of the Aptian source rock with reservoir sands sourced from the Orange River. In January 2019, we completed a 3D seismic survey covering approximately 6,000 square kilometers. Processing of this data is currently underway. We are compiling an initial inventory of prospects on the license are as will continue to refine and assess the prospectivity and petroleum systems analysis while integrating the new 3D seismic data in our geological evaluation during 2019 with a view to drilling as early as 2020.

Our Reserves
The following table sets forth summary information about our estimated proved reserves as of December 31, 2018 . See “Item 8. Financial Statements and Supplementary Data—Supplemental Oil and Gas Data (Unaudited)” for additional information.
Our estimated proved reserves as of December 31, 2018 , were associated with our Jubilee and the TEN fields in Ghana and the U.S. Gulf of Mexico as well as our share of our equity method investment in the Ceiba Field and Okume Complex in Equatorial Guinea. Our estimated proved reserves as of December 31, 2017 , were associated with our Jubilee and the TEN fields in Ghana as well as our share of our equity method investment in the Ceiba Field and Okume Complex in Equatorial Guinea. Our estimated proved reserves as of December 31, 2016 were associated with our Jubilee and TEN fields in Ghana.
Summary of Oil and Gas Reserves
 
2018 Net Proved Reserves(1)
 
2017 Net Proved Reserves(1)
 
2016 Net Proved Reserves(1)
 
Oil,
Condensate,
NGLs
 
Natural
Gas(2)
 
Total
 
Oil,
Condensate,
NGLs
 
Natural
Gas(2)
 
Total
 
Oil,
Condensate,
NGLs
 
Natural
Gas(2)
 
Total
 
(MMBbl)
 
(Bcf)
 
(MMBoe)
 
(MMBbl)
 
(Bcf)
 
(MMBoe)
 
(MMBbl)
 
(Bcf)
 
(MMBoe)
Reserves Category
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proved developed
82

 
57

 
91

 
59

 
38

 
65

 
64

 
13

 
66

Proved undeveloped(3)
45

 
28

 
50

 
23

 
11

 
24

 
10

 
2

 
11

Total Kosmos
127

 
85

 
141

 
82

 
49

 
89

 
74

 
15

 
77

Equity method investment(4)
24

 
14

 
27

 
19

 
13

 
21

 
 
 
 
 
 
Total reserves
151

 
99

 
167

 
100

 
61

 
110

 
 
 
 
 
 
______________________________________
(1)
Our reserves associated with the Jubilee Field are based on the 54.4%/45.6% redetermination split, between the WCTP Block and DT Block. Totals within the table may not add as a result of rounding.

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(2)
These reserves include the estimated quantities of fuel gas required to operate the Jubilee and TEN FPSOs during normal field operations and the associated gas forecasted to be exported from TEN. This volume of associated gas is included as of December 31, 2017 as a result of the finalization of the TEN Associated-Gas Gas Sales Agreement ("TAG GSA"). If and when a subsequent gas sales agreement is executed for Jubilee, a portion of the remaining Jubilee gas may be recognized as reserves. If and when a gas sales agreement and the related infrastructure are in place for the TEN fields non-associated gas, a portion of the remaining gas may be recognized as reserves.
(3)
All of our proved undeveloped reserves are expected to be developed within six years or less. Proved undeveloped reserves expected to be developed beyond five years are related to long-term projects which will be completed under a continuous drilling program.
(4)
We disclose our share of reserves that are accounted for by the equity method.

Changes for the year ended December 31, 2018, include an addition of 51.1 MMBoe as a result of the acquisition of DGE. Changes at Greater Jubilee include a revision of 9.4 MMBbl related to strong field performance, positive drilling results and increased original oil in place, partially offset by 6.4 MMBbl of net Jubilee production during 2018. Changes at TEN include a positive revision 4.2 MMBbl due to original oil in place adjustments, new drilling and development plan updates, and a negative revision of 3.1 MMBbl due to recovery factor adjustment from dynamic modeling, which in total were offset by 3.7 MMBoe of net production. Changes at Equatorial Guinea include an increase of 11.0 MMBbl, which comprises 0.7 MMBbl of revision due to economic modeling, 3.9 MMBbl of revision due to strong field performance at both Ceiba and Okume Complex, and 6.4 MMBbl of revision due to reservoir management strategies (re-opening shut-in wells, stimulations, surface/subsurface equipment installation), all of which was partially offset by 5.4 MMBbl of net production. During the year ended December 31, 2018, we had an addition of 13.9 MMBoe of proved undeveloped reserves as a result of the DGE acquisition, we converted 2.0 MMBbl of proved undeveloped reserves to proved developed due to the completion of a new well in TEN, and we added 12.9 MMBbl of proved undeveloped reserves in Jubilee as a result of several factors, including positive results from drilling two new wells, increased oil-in-place due to improved static model utilizing new seismic and petrophysics data, and upgrading volumes associated with Mahogany area that is now part of the Greater Jubilee Unit.

Changes for the year ended December 31, 2017, include an increase of 15.6 MMBbl in Jubilee related to the approval of the Greater Jubilee Full Field Development Plan ("GJFFDP"), partially offset by 7.7 MMBbl of net Jubilee production during 2017. Changes at TEN include an increase of 7.2 MMBoe as a result of positive Ntomme performance and the finalization of the TAG GSA, which was partially offset by 3.3 MMBbl of net TEN production during 2017. As a result of the approval of the GJFFDP, we now have 10.4 MMBbl of proved undeveloped reserves in the Greater Jubilee area, representing future infill drilling plans. Changes for 2017 also include the initial certification of proved volumes in Equatorial Guinea, representing the reserves associated with our equity method investment.

Changes for the year ended December 31, 2016, include an increase of 8.3 MMBbl in TEN related to a revision resulting from additional technical data and analysis, partially offset by 0.9 MMBbl of net TEN production during 2016, and negative revisions to Jubilee of 1.0 MMBbl due to lower oil prices and 6.2 MMBbl of net Jubilee production during 2016. During the year ended December 31, 2016, we had 14 MMBoe of our proved undeveloped reserves from December 31, 2015 convert to proved developed reserves due to the completion of seven wells in the TEN fields, the initiation of TEN production and 2016 revisions, and we incurred $198.5 million of capital expenditures for TEN.

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The following table sets forth the estimated future net revenues, excluding derivatives contracts, from net proved reserves and the expected benchmark prices used in projecting net revenues at December 31, 2018 . All estimated future net revenues are attributable to projected production from Ghana, the U.S. Gulf of Mexico and our equity method investment in Equatorial Guinea. If we are unable to export associated natural gas in large quantities from the Jubilee and TEN fields then production could be limited and the future net revenues discussed herein will be adversely affected.
 
Estimated Future Net Revenues(4)
 
(in millions except $/Bbl)
 
Kosmos
 
Equity Method Investment
 
Total
 
 
 
 
 
 
Estimated future net revenues
$
5,487

 
$
774

 
$
6,261

Present value of estimated future net revenues:
 
 
 
 
 
PV-10(1)
$
3,928

 
$
705

 
$
4,633

Future income tax expense (levied at a corporate parent and intermediate subsidiary level)
(1,431
)
 
(416
)
 
(1,847
)
Discount of future income tax expense (levied at a corporate parent and intermediate subsidiary level) at 10% per annum
413

 
102

 
515

Standardized Measure(2)
$
2,910

 
$
391

 
$
3,301

 
 

 
 
 
 
Benchmark Dated Brent oil price($/Bbl)(3)
 
 
 
 
$
71.54

Benchmark HLS oil price($/Bbl)(3)
 
 
 
 
$
70.20

Benchmark Henry Hub gas price($/MMBtu)(3)
 
 
 
 
$
3.10

______________________________________
(1)
PV‑10 represents the present value of estimated future revenues to be generated from the production of proved oil and natural gas reserves, net of future development and production costs, royalties, additional oil entitlements and future tax expense levied at an asset level, using prices based on an average of the first‑day‑of‑the‑months throughout 2018 and costs as of the date of estimation without future escalation, without giving effect to hedging activities, non‑property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization, and discounted using an annual discount rate of 10% to reflect the timing of future cash flows. PV‑10 is a non‑GAAP financial measure and often differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of future income tax expense related to proved oil and gas reserves levied at a corporate parent level on future net revenues. However, it does include the effects of future tax expense levied at an asset level. Neither PV‑10 nor Standardized Measure represents an estimate of the fair market value of our oil and natural gas assets. PV‑10 should not be considered as an alternative to the Standardized Measure as computed under GAAP; however, we and others in the industry use PV‑10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific corporate tax characteristics of such entities.
(2)
Standardized Measure represents the present value of estimated future cash inflows to be generated from the production of proved oil and natural gas reserves, net of future development and production costs, future income tax expense related to our proved oil and gas reserves levied at a corporate parent and intermediate subsidiary level, royalties, additional oil entitlements and future tax expense levied at an asset level, without giving effect to hedging activities, non‑property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization, and discounted using an annual discount rate of 10% to reflect timing of future cash flows and using the same pricing assumptions as were used to calculate PV‑10. Standardized Measure often differs from PV‑10 because Standardized Measure includes the effects of future income tax expense related to our proved oil and gas reserves levied at a corporate parent level on future net revenues.
(3)
This amount represents the unweighted arithmetic average first‑day‑of‑the‑month prices for the prior 12 months at December 31, 2018 for the respective benchmark. The benchmark price was adjusted for handling fees, transportation fees, quality, and a regional price differential.

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(4)
Future net revenues and PV-10 have been adjusted from the reserve report which is based on the entitlements method as we account for oil and gas revenues under the sales method of accounting.
Estimated proved reserves
Unless otherwise specifically identified in this report, the summary data with respect to our estimated net proved reserves for the years ended December 31, 2018 , 2017 and 2016 has been prepared by Ryder Scott Company, L.P. (“RSC”), our independent reserve engineering firm for such years, in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to companies involved in oil and natural gas producing activities. These rules require SEC reporting companies to prepare their reserve estimates using reserve definitions and pricing based on 12‑month historical unweighted first‑day‑of‑the‑month average prices, rather than year‑end prices. For a definition of proved reserves under the SEC rules, see the “Glossary and Selected Abbreviations.” For more information regarding our independent reserve engineers, please see “—Independent petroleum engineers” below.
Our estimated proved reserves and related future net revenues, PV‑10 and Standardized Measure were determined using index prices for oil, without giving effect to derivative transactions, and were held constant throughout the life of the assets.
Future net revenues represent projected revenues from the sale of proved reserves net of production and development costs (including operating expenses and production taxes). Such calculations at December 31, 2018 are based on costs in effect at December 31, 2018 and the 12‑month unweighted arithmetic average of the first‑day‑of‑the‑month price for the year ended December 31, 2018 , adjusted for anticipated market premium, without giving effect to derivative transactions, and are held constant throughout the life of the assets. There can be no assurance that the proved reserves will be produced within the periods indicated or prices and costs will remain constant.
Independent petroleum engineers
Ryder Scott Company, L.P.
RSC, our independent reserve engineers for the years ended December 31, 2018 , 2017 and 2016 , was established in 1937. For over 80 years, RSC has provided services to the worldwide petroleum industry that include the issuance of reserves reports and audits, appraisal of oil and gas properties including fair market value determination, reservoir simulation studies, enhanced recovery services, expert witness testimony, and management advisory services. RSC professionals subscribe to a code of professional conduct and RSC is a Registered Engineering Firm in the State of Texas.
For the years ended December 31, 2018 , 2017 and 2016 , we engaged RSC to prepare independent estimates of the extent and value of the proved reserves of certain of our oil and gas properties. These reports were prepared at our request to estimate our reserves and related future net revenues and PV‑10 for the periods indicated therein. Our estimated reserves at December 31, 2018 , 2017 and 2016 and related future net revenues and PV‑10 at December 31, 2018 , 2017 and 2016 are taken from reports prepared by RSC, in accordance with petroleum engineering and evaluation principles which RSC believes are commonly used in the industry and definitions and current regulations established by the SEC. The December 31, 2018 reserve report was completed on January 13, 2019 , and a copy is included as an exhibit to this report.
In connection with the preparation of the December 31, 2018 , 2017 and 2016 reserves report, RSC prepared its own estimates of our proved reserves. In the process of the reserves evaluation, RSC did not independently verify the accuracy and completeness of information and data furnished by us with respect to ownership interests, oil and gas production, well test data, historical costs of operation and development, product prices or any agreements relating to current and future operations of the fields and sales of production. However, if in the course of the examination something came to the attention of RSC which brought into question the validity or sufficiency of any such information or data, RSC did not rely on such information or data until it had satisfactorily resolved its questions relating thereto or had independently verified such information or data. RSC independently prepared reserves estimates to conform to the guidelines of the SEC, including the criteria of “reasonable certainty,” as it pertains to expectations about the recoverability of reserves in future years, under existing economic and operating conditions, consistent with the definition in Rule 4‑10(a)(2) of Regulation S‑X. RSC issued a report on our proved reserves at December 31, 2018 , based upon its evaluation. RSC’s primary economic assumptions in estimates included an ability to sell hydrocarbons at their respective adjusted benchmark prices and certain levels of future capital expenditures. The assumptions, data, methods and precedents were appropriate for the purpose served by these reports, and RSC used all methods and procedures as it considered necessary under the circumstances to prepare the report.

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Technology used to establish proved reserves
Under the SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have proved effective by actual comparison of production from projects in the same reservoir interval, an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.
In order to establish reasonable certainty with respect to our estimated proved reserves, RSC employed technologies that have been demonstrated to yield results with consistency and repeatability. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, production and injection data, electrical logs, radioactivity logs, acoustic logs, whole core analysis, sidewall core analysis, downhole pressure and temperature measurements, reservoir fluid samples, geochemical information, geologic maps, seismic data, well test and interference pressure and rate data. Reserves attributable to undeveloped locations were estimated using performance from analogous wells with similar geologic depositional environments, rock quality, appraisal plans and development plans to assess the estimated ultimate recoverable reserves as a function of the original oil in place. These qualitative measures are benchmarked and validated against sound petroleum reservoir engineering principles and equations to estimate the ultimate recoverable reserves volume. These techniques include, but are not limited to, nodal analysis, material balance, and numerical flow simulation.
Internal controls over reserves estimation process
In our Reservoir Engineering team, we maintain an internal staff of petroleum engineering and geoscience professionals with significant international experience that contribute to our internal reserve and resource estimates. This team works closely with our independent petroleum engineers to ensure the integrity, accuracy and timeliness of data furnished in their reserve and resource estimation process. Our Reservoir Engineering team is responsible for overseeing the preparation of our reserves estimates and has over 100 combined years of industry experience among them with positions of increasing responsibility in engineering and evaluations. Each member of our team holds a minimum of a Bachelor of Science degree in petroleum engineering or geology.
The RSC technical person primarily responsible for preparing the estimates set forth in the RSC reserves report incorporated herein is Mr. Tosin Famurewa. Mr. Famurewa has been practicing consulting petroleum engineering at RSC since 2006. Mr. Famurewa is a Licensed Professional Engineer in the State of Texas (No. 100569) and has over 18 years of practical experience in petroleum engineering. He graduated from University of California at Berkeley in 2000 with Bachelor of Science Degrees in Chemical Engineering and Material Science Engineering, and he received a Master of Science degree in Petroleum Engineering from University of Southern California in 2007. Mr. Famurewa meets or exceeds the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers and is proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.
The Audit Committee provides oversight on the processes utilized in the development of our internal reserve and resource estimates on an annual basis. In addition, our Reservoir Engineering team meets with representatives of our independent reserve engineers to review our assets and discuss methods and assumptions used in preparation of the reserve and resource estimates. Finally, our senior management reviews reserve and resource estimates on an annual basis.

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Gross and Net Undeveloped and Developed Acreage
The following table sets forth certain information regarding the developed and undeveloped portions of our license and lease areas as of December 31, 2018 for the countries in which we currently operate.
 
Developed Area
 
Undeveloped Area
 
 
 
 
 
(Acres)
 
(Acres)
 
Total Area (Acres)
 
Gross
 
Net(1)
 
Gross
 
Net(1)
 
Gross
 
Net(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Ghana(2)
163

 
32

 
34

 
7

 
197

 
39

Cote d'Ivoire

 

 
4,143

 
1,865

 
4,143

 
1,865

Equatorial Guinea(3)

 

 
2,355

 
942

 
2,355

 
942

Mauritania

 

 
9,275

 
2,172

 
9,275

 
2,172

Namibia

 

 
3,039

 
1,368

 
3,039

 
1,368

Sao Tome and Principe

 

 
9,255

 
4,270

 
9,255

 
4,270

Senegal

 

 
2,116

 
635

 
2,116

 
635

Suriname

 

 
2,793

 
1,142

 
2,793

 
1,142

U.S. Gulf of Mexico
127

 
35

 
131

 
70

 
258

 
105

Total Kosmos
290

 
67

 
33,141

 
12,471

 
33,431

 
12,538

Equity method investment(4)
65

 
28

 

 

 
65

 
28

Total
355

 
95

 
33,141

 
12,471

 
33,496

 
12,566

______________________________________
(1)
Net acreage based on Kosmos’ participating interests, before the exercise of any options or back‑in rights, except for our net acreage associated with the Jubilee and TEN fields, which are after the exercise of options or back‑in rights. Our net acreage in Ghana may be affected by any redetermination of interests in the Jubilee Unit.
(2)
The Exploration Period of the WCTP petroleum contract and DT petroleum contract has expired. The undeveloped area reflected in the table above represents acreage within our discovery areas that were not subject to relinquishment on the expiry of the Exploration Period.
(3)
In January 2019, we entered into an agreement to acquire Ophir's remaining interest in the block, subject to customary governmental approvals, which will result in Kosmos owning an 80% interest in Block EG-24. After completion of this transaction, our net acreage in Equatorial Guinea will be 1,292 thousand acres.
(4)
Represents our 50% interest in KTIPI. Effective as of January 1, 2019, our outstanding shares in KTIPI were transferred to Trident in exchange for a 40.375% undivided interest in the Ceiba Field and Okume Complex. As a result, our interest in the Ceiba Field and Okume Complex will be accounted for under the proportionate consolidation method of accounting going forward.

Productive Wells
Productive wells consist of producing wells and wells capable of production, including wells awaiting connections. For wells that produce both oil and gas, the well is classified as an oil well. The following table sets forth the number of productive oil and gas wells in which we held an interest at December 31, 2018 :

25


 
Productive
 
Productive
 
 
 
 
 
Oil Wells
 
Gas Wells
 
Total
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Ghana
41

 
9.00

 

 

 
41

 
9.00

U.S. Gulf of Mexico
17

 
3.02

 

 

 
17

 
3.02

Kosmos Total(1)
58

 
12.02

 

 

 
58

 
12.02

Equity Method Investment(2)(3)
96

 
38.78

 

 

 
96

 
38.78

Total
154

 
50.80

 

 

 
154

 
50.80

______________________________________
(1)
Of the 58 productive wells, 20 (gross) or 3.53 (net) have multiple completions within the wellbore.
(2)
Represents our 50% interest in KTIPI.
(3)
Of the 96 productive wells, 6 (gross) or 2.42 (net) have multiple completions within the wellbore.
Drilling activity
The results of oil and natural gas wells drilled and completed for each of the last three years were as follows:
 
Exploratory and Appraisal Wells(1)
 
Development Wells(1)
 
 
 
 
 
Productive(2)
 
Dry(3)
 
Total
 
Productive(2)
 
Dry(3)
 
Total
 
Total
 
Total
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Year Ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ghana

 

 
3

 
0.80

 
3

 
0.80

 
4

 
0.89

 

 

 
4

 
0.89

 
7

 
1.69

U.S. Gulf of Mexico(4)

 

 

 

 

 

 
1

 
0.55

 

 

 
1

 
0.55

 
1

 
0.55

Senegal

 

 
1

 
0.60

 
1

 
0.60

 

 

 

 

 

 

 
1

 
0.60

Suriname

 

 
2

 
1.20

 
2

 
1.20

 

 

 

 

 

 

 
2

 
1.20

Total

 

 
6

 
2.60

 
6

 
2.60

 
5

 
1.44

 

 

 
5

 
1.44

 
11

 
4.04

Year Ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ghana

 

 

 

 

 

 

 

 

 

 

 

 

 

Mauritania

 

 
2

 
0.56

 
2

 
0.56

 

 

 

 

 

 

 
2

 
0.56

Total

 

 
2

 
0.56

 
2

 
0.56

 

 

 

 

 

 

 
2

 
0.56

Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ghana

 

 

 

 

 

 
7

 
1.19

 

 

 
7

 
1.19

 
7

 
1.19

Total

 

 

 

 

 

 
7

 
1.19

 

 

 
7

 
1.19

 
7

 
1.19

______________________________________
(1)
As of December 31, 2018 , seven exploratory and appraisal wells have been excluded from the table until a determination is made if the wells have found proved reserves. Also excluded from the table are 14 development wells awaiting completion. These wells are shown as “Wells Suspended or Waiting on Completion” in the table below.
(2)
A productive well is an exploratory or development well found to be capable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas producing well. Productive wells are included in the table in the year they were determined to be productive, as opposed to the year the well was drilled.
(3)
A dry well is an exploratory or development well that is not a productive well. Dry wells are included in the table in the year they were determined not to be a productive well, as opposed to the year the well was drilled.
(4)
Represents contributions from the U.S. Gulf of Mexico after the acquisition date.



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The following table shows the number of wells that are in the process of being drilled or are in active completion stages, and the number of wells suspended or waiting on completion as of December 31, 2018 .
 
Actively Drilling or
 
Wells Suspended or
 
Completing
 
Waiting on Completion
 
Exploration
 
Development
 
Exploration
 
Development
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Ghana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jubilee Unit

 

 
1

 
0.24

 

 

 
8

 
1.93

TEN

 

 
2

 
0.34

 

 

 
5

 
0.85

U.S. Gulf of Mexico
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nearly Headless Nick

 

 

 

 
1

 
0.22

 

 

Odd Job 214#2

 

 

 

 

 

 
1

 
0.61

Tornado

 

 
1

 
0.35

 

 

 

 

Mauritania
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
C8

 

 

 

 
3

 
0.84

 

 

Senegal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Saint Louis Offshore Profond

 

 

 

 
1

 
0.30

 

 

Cayar Profond

 

 

 

 
2

 
0.60

 

 

Total

 

 
4

 
0.93

 
7

 
1.96

 
14

 
3.39

______________________________________

Domestic Supply Requirements
Many of our petroleum contracts or, in some cases, the applicable law governing such agreements, grant a right to the respective host country to purchase certain amounts of oil/gas produced pursuant to such agreements at international market prices for domestic consumption. In addition, in connection with the approval of the Jubilee Phase 1 PoD, the Jubilee Field partners agreed to provide the first 200 Bcf of natural gas produced from the Jubilee Field Phase 1 development to GNPC at no cost. As of December 31, 2018 , 99 Bcf of the 200 Bcf of natural gas has been provided.

Significant License Agreements
Below is a discussion concerning the petroleum contracts governing our current drilling and production operations.
Ghana West Cape Three Points Block
As a result of the approval of the GJFFDP by the Ghana Ministry of Energy in October 2017, operatorship for the Mahogany and Teak discoveries transferred to Tullow in February 2018 and are now included in the Jubilee Unit. Kosmos is required to pay a fixed royalty of 5% and a potential sliding‑scale royalty (“additional oil entitlement”) which comes into effect and escalates as the nominal project rate of return increases above a certain threshold. These royalties are to be paid in‑kind or, at the election of the government of Ghana, in cash. A corporate tax rate of 35% is applied to profits at a country level.
The WCTP petroleum contract has a duration of 30 years from its effective date (July 2004). However, in July 2011, at the end of the seven‑year Exploration Period, parts of the WCTP Block on which we had not declared a discovery area, were not in a development and production area, or were not in the Jubilee Unit, were relinquished (“WCTP Relinquishment Area”). We maintain rights to the Akasa discovery within the WCTP Block as the WCTP petroleum contract remains in effect after the end of the Exploration Period. We and our WCTP Block partners have certain rights to negotiate a new petroleum contract with respect to the WCTP Relinquishment Area. We and our WCTP Block partners, the Ghana Ministry of Energy and GNPC have agreed such WCTP petroleum contract rights to negotiate extend from July 21, 2011 until such time as either a new petroleum contract is negotiated and entered into with us or we decline to match a bona fide third party offer GNPC may receive for the WCTP Relinquishment Area.

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Ghana Deepwater Tano Block
Tullow is the operator of the Deepwater Tano Block. Under the DT petroleum contract, GNPC exercised its option to acquire an additional paying interest of 5% in the commercial discovery with respect to the Jubilee Field development and the TEN Fields development. Kosmos is required to pay a fixed royalty of 5% and a potential additional oil entitlement which comes into effect and escalates as the nominal project rate of return increases above a certain threshold. These royalties are to be paid in‑kind or, at the election of the government of Ghana, in cash. A corporate tax rate of 35% is applied to profits at a country level.
The DT petroleum contract has a duration of 30 years from its effective date (July 2006). However, in 2013, at the end of the seven‑year Exploration Period, parts of the DT Block on which we had not declared a discovery area, were not in a development and production area, or were not in the Jubilee Unit, were relinquished (“DT Relinquishment Area”). Our existing Wawa discovery within the DT Block was not subject to relinquishment upon expiration of the Exploration Period of the DT petroleum contract, as the DT petroleum contract remains in effect after the end of the Exploration Period while commerciality is being determined. Pursuant to our DT petroleum contract, we and our DT Block partners have certain rights to negotiate a new petroleum contract with respect to the DT Relinquishment Area until such time as either a new petroleum contract is negotiated and entered into with us or we decline to match a bona fide third party offer GNPC may receive for the DT Relinquishment Area.
The Ghanaian Petroleum Exploration and Production Law of 1984 (PNDCL 84) (the “1984 Ghanaian Petroleum Law”) and the WCTP and DT petroleum contracts form the basis of our exploration, development and production operations on the WCTP and DT blocks. Pursuant to these petroleum contracts, most significant decisions, including PoDs and annual work programs, for operations other than exploration and appraisal, must be approved by a joint management committee, consisting of representatives of certain block partners and GNPC. Certain decisions require unanimity.
Ghana Jubilee Field Unitization
The Jubilee Field, discovered by the Mahogany‑1 well in June 2007, covers an area within both the WCTP and DT Blocks. It was agreed the Jubilee Field would be unitized for optimal resource recovery. A Pre-Unit Agreement was agreed to between the contractors groups of the WCTP and DT Blocks in 2008, with a more comprehensive unit agreement, the Jubilee UUOA, agreed to in 2009 which governs each party’s respective rights and duties in the Jubilee Unit. Tullow is the Unit Operator, while Kosmos was the Technical Operator for the initial development of the Jubilee Field. The Jubilee Unit holders’ interests are subject to redetermination in accordance with the terms of the Jubilee UUOA. Although the Jubilee Field is unitized, Kosmos’ participating interests in each block outside the boundary of the Jubilee Unit remain the same. Our Jubilee Unit interest is 24.1% subject to redetermination of the participating interests pursuant to the terms of the Jubilee UUOA. Our paying interest on development activities is 26.9%.
Greater Tortue Ahmeyim Unitization
The Greater Tortue/Ahmeyim Field, discovered by the Tortue‑1 well in May 2015, in Mauritania block C8 and by the Guembuel-1 well in January 2016, in the Saint-Louis Offshore Profond block in Senegal covers an area within both the C8 and Saint-Louis Offshore Profond Blocks. Mauritania and Senegal agreed that the Greater Tortue Ahmeyim Field would be unitized for optimal resource recovery in the Inter-State Cooperation Agreement (ICA) signed in February 2018. The GTA UUOA was agreed between the contractor groups of the C8 and Saint-Louis Offshore Profond Blocks and approved by the appropriate Ministers in Mauritania and Senegal in February 2019. BP Mauritania and BP Senegal are co-Unit Operator, and will allocate responsibilities for the initial development of the Greater Tortue Ahmeyim Field. The Greater Tortue Ahmeyim Unit holders’ interests are subject to redetermination in accordance with the terms of the GTA UUOA. Although the Greater Tortue Ahmeyim Field is unitized, Kosmos’ participating interests in each block outside the boundary of the Greater Tortue Ahmeyim Unit remain the same. Our Unit interest is 29%, subject to SMHPM’s right to elect to participate for up to 14% in Block C8 and PETROSEN’s right to increase its participating interest to 20% in the Saint-Louis Offshore Profond Block and subject to redetermination of the participating interests pursuant to the terms of the GTA UUOA. In February 2019, Mauritania and Senegal each issued an exploitation authorization for the Greater Tortue Ahmeyim Unit area covered by the GTA UUOA.

Mauritania Agreements

Effective June 2012, we entered into three petroleum contracts covering offshore Mauritania blocks C8, C12 and C13 with the Islamic Republic of Mauritania. We provide technical exploration services to BP, the operator. The Mauritanian national oil company, SMHPM, currently has a 10% carried participating interest during the exploration period only. Should a commercial discovery be made, SMHPM’s 10% carried interest is extinguished and SMHPM will have an option to acquire a participating interest between 10% and 14%. SMHPM will pay its portion of development and production costs in a commercial development. Cost recovery oil is apportioned to the contractor from up to 55% of total production prior to profit oil being split between the

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government of Mauritania and the contractor. Profit oil is then apportioned based upon “R‑factor” tranches, where the R‑factor is cumulative net revenues divided by the cumulative investment. At the election of the government of Mauritania, the government may receive its share of production in cash or in kind. A corporate tax rate of 27% is applied to profits at the license level. The terms of exploration periods of these Offshore Blocks are all ten years and include an initial exploration period of four years followed by the first extension period of three years and the second extension period of three years. Kosmos is currently in the first extension period of the blocks, expiring in June 2019. In the event of commercial success, we have the right to develop and produce oil for 25 years and gas for 30 years from the grant of an exploitation authorization from the government, which may be extended for an additional period of 10 years under certain circumstances.
    
In October 2016, we entered into a petroleum contract covering Block C6 with the Islamic Republic of Mauritania. As a result of a subsequent farm-out, we have a 28% participating interest and provide technical exploration services to BP, the operator. The Mauritanian national oil company, SMHPM, currently has a 10% carried participating interest during the exploration period. We are currently in the first exploration period, which extends four years from the effective date (October 28, 2016).

In September 2017, we acquired a 15% non-operated participating interest in Block C18 offshore Mauritania. SMHPM currently has a 10% carried participating interest during the exploration period. Should a commercial discovery be made, SMHPM’s 10% carried interest is extinguished and SMHPM will have an option to acquire a participating interest between 10% and 15%. SMHPM will pay its portion of development and production costs in a commercial development. The terms of exploration periods are ten years and include an initial exploration period of seven years from the effective date (June 15, 2012), including extensions received prior to our entry into Block 18. The first exploration phase includes a 7,600 square kilometer 3D seismic requirement, which has been completed.
 
Senegal Agreements
In June 2018, we entered the final renewal of the exploration period for the Senegal Blocks Contract Areas, which lasts for two and one half years, ending in December 2020. This exploration phase of each contract area requires one exploration well in the final period. In the event of commercial success, we have the right to develop and produce oil and/or gas for a period of 25 years from the grant of an exploitation authorization from the government, which may be extended for at least one additional period of 10 years under certain circumstances.
Equatorial Guinea Exploration Agreements
In March 2018, we entered into petroleum contracts covering Blocks EG-21, S, and W with the Republic of Equatorial Guinea. We currently have a 40% interest in the blocks. The Equatorial Guinean national oil company, Guinea Equatorial De Petroleos ("GEPetrol"), currently has a 20% carried participating interest during the exploration period. Should a commercial discovery be made, GEPetrol's 20% carried interest will convert to a 20% participating interest. The petroleum contracts cover approximately 6,000 square kilometers, with a first exploration period of five years from the date of notification of ratification by the President of Equatorial Guinea. The first exploration period consists of two sub-periods of three and two years, respectively, which can be extended up to two additional years at our election, subject to fulfilling specific work obligations. The first exploration sub-period work program includes an approximately 6,000 square kilometer 3D seismic acquisition requirement across the three blocks.
In June 2018, we acquired a 40% non-operated participating interest in Block EG-24 offshore Equatorial Guinea. GEPetrol, currently has a 20% carried participating interest during the exploration period. Should a commercial discovery be made, GEPetrol's 20% carried interest will convert to a 20% participating interest. The petroleum contract covers approximately 3,500 square kilometers, with a first exploration sub-period of three years from the effective date (March 2018) which can be extended up to four additional years at our election, subject to fulfilling specific work obligations. The first exploration sub-period work program includes a 3,000 square kilometer 3D seismic acquisition requirement.

In January 2019, we entered into an agreement to acquire Ophir's remaining interest in the block, subject to customary governmental approvals, which will result in Kosmos owning an 80% interest in Block EG-24.

Sao Tome and Principe Exploration Agreements

Kosmos has interests in petroleum contracts for Blocks 5, 6, 10, 11, 12 and 13 in Sao Tome and Principe.


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In Block 11, ANP-STP has a carried 15% participating interest. The production sharing contract was awarded in July 2014, and provides for an initial exploration period of eight years with possible extensions and includes a first phase exploration period of four years followed by the second phase of two years and the third phase of two years. The block is currently in the first phase, expiring in July 2019 after receiving a one year extension in November 2017. The next exploration phases are subject to fulfillment of specific work obligations. In the event of commercial success, we have the right to develop and produce oil and/or gas for a period of 20 years from the approval of a field development program by ANP-STP, which may be extended for additional periods of five years until all commercial hydrocarbons have been depleted.

In Block 6, ANP-STP has a carried 10% participating interest. The production sharing contract was awarded in October 2015, and provides for an initial exploration period of eight years with possible extensions and includes a first phase exploration period of four years followed by the second phase of two years and the third phase of two years. The block is currently in the first phase, expiring in November 2019. The next exploration phases are subject to fulfillment of specific work obligations. In the event of commercial success, we have the right to develop and produce oil and/or gas for a period of 20 years from the approval of a field development program by ANP-STP, which may be extended for additional periods of five years until all commercial hydrocarbons have been depleted.

In Block 5 and Block 12, ANP-STP has a 15% and 12.5% carried interest, respectively. The production sharing contracts were awarded in May 2012 and February 2016, respectively, and provide for an initial exploration period of eight years with possible extensions and include a first phase exploration period of four years followed by the second phase of two years and the third phase of two years. The blocks are currently in the first phase, expiring in May 2019 and February 2020, respectively (the first phase of Block 5 has been extended twice for a total of 3 years). The next exploration phases are subject to fulfillment of specific work obligations. In the event of commercial success, we have the right to develop and produce oil and/or gas for a period of 20 years from the approval of a field development program by ANP-STP, which may be extended for additional periods of five years until all commercial hydrocarbons have been depleted.

In Block 10 and Block 13, ANP-STP has a 15% carried interest. The production sharing contracts were awarded in March 2018 and include a first phase exploration period of four years followed by the second phase of two years and the third phase of two years. The blocks are currently in the first phase, expiring in 2022. The next exploration phases are subject to fulfillment of specific work obligations. In the event of commercial success, we have the right to develop and produce oil and/or gas for a period of 20 years from the approval of a field development program by ANP-STP, which may be extended for additional periods of five years until all commercial hydrocarbons have been depleted.

Suriname Exploration Agreements

In December 2011, we signed a petroleum contract covering Offshore Block 42 located offshore Suriname and are the operator. Staatsolie Maatschappij Suriname N.V. (“Staatsolie”), Suriname’s national oil company, has the option to back into the contract with an interest of not more than 10% upon approval of a development plan. The Block 42 petroleum contract provides for us to recover our share of expenses incurred (“cost recovery oil”) and our share of remaining oil (“profit oil”). Cost recovery oil is apportioned to the contractor from up to 80% of gross production prior to profit oil being split between the government of Suriname and the contractor. Profit oil is then apportioned based upon “R‑factor” tranches, where the R‑factor is cumulative net revenues divided by cumulative net investment. A corporate tax rate of 36% is applied to profits. We are in the second period of the exploration phase, which ends in September 2021. There is one additional period consisting of two years, and carries a one well drilling obligation. In the event of commercial success, the duration of the contract will be 30 years from the effective date or 25 years from governmental approval of a plan of development, whichever is longer.

In December 2011, we signed a petroleum contract covering Offshore Block 45 located offshore Suriname and are the operator. Staatsolie will be carried through the exploration and appraisal phases and has the option to back into the petroleum contract with an interest of not more than 15% upon approval of a development plan. The Block 45 petroleum contract provides for us to recover our share of expenses incurred (“cost recovery oil”) and our share of remaining oil (“profit oil”). Cost recovery oil is apportioned to the contractor from up to 80% of gross production prior to profit oil being split between the government of Suriname and the contractor. Profit oil is then apportioned based upon “R‑factor” tranches, where the R‑factor is cumulative net revenues divided by cumulative net investment. A corporate tax rate of 36% is applied to profits. We are currently in the second period of the exploration phase, which ends in September 2021. There is one additional period consisting of two years and carries a one well drilling obligation. In the event of commercial success, the duration of the contract will be 30 years from the effective date or 25 years from governmental approval of a plan of development, whichever is longer.


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Cote d'Ivoire Exploration Agreements

In December 2017, we entered into petroleum contracts covering Blocks CI-526, CI-602, CI-603, CI-707 and CI-708 with the Government of Cote d'Ivoire, and we are the operator. The Cote d'Ivoire national oil company, PETROCI Holding ("PETROCI"), currently has a 10% carried interest. The petroleum contracts cover approximately 17,000 square kilometers, with a first exploration period of three years with two possible extensions of three years each. The next exploration phases are subject to fulfillment of specific work programs. The first exploration period work program includes a 12,000 square kilometer 3D seismic acquisition across the five blocks.

Namibia Exploration Agreements

In September 2018, we acquired a 45% non-operated participating interest in PEL 39 offshore Namibia. Based on the terms of the agreement we will carry Shell's share of the costs of a planned 3D seismic program subject to a cap. The Namibian national oil company, National Petroleum Corporation of Namibia ("NAMCOR"), currently has a 10% carried participating interest during the exploration period. The carry of NAMCOR's 10% participation interest may continue through first commercial production but must be reimbursed through production. The petroleum contract covers approximately 12,300 square kilometers, with an initial exploration period and two renewals periods. The block is currently in the first renewal period, which has been extended and expires in August 2019. A second renewal period of two years is available at our election, subject to fulfilling specific work obligations. The first renewal period work program has been completed.

Sales and Marketing
As provided under the Jubilee UUOA and the WCTP and DT petroleum contracts, we are entitled to lift and sell our share of the Jubilee and TEN production as are the other Jubilee Unit and TEN partners. We have entered into an agreement with an oil marketing agent to market our share of the Jubilee and TEN fields oil, and we approve the terms of each sale proposed by such agent. We do not anticipate entering into any long term sales agreements at this time.
In December 2017, we signed the TAG GSA and we began exporting TEN associated gas to shore in the fourth quarter of 2018. The TAG GSA provides for an inflation-adjusted sales price of $0.50 per mmbtu.
As provided under the Production Sharing Contract for Block G, we are entitled to lift and sell our share of the Ceiba Field production as are the other Ceiba Field partners. We have entered into an agreement with an oil marketing agent to market our share of the Ceiba Field oil, and we approve the terms of each sale proposed by such agent. We do not anticipate entering into any long term sales agreements at this time.
In the U.S. Gulf of Mexico, we sell crude oil to purchasers typically through monthly contracts, with the sale taking place at multiple points offshore, depending on the particular property. Natural gas is sold to purchasers through monthly contracts, with the sale taking place either offshore or at an onshore gas processing plant after the removal of NGLs. We actively market our crude oil and natural gas to purchasers, and sales prices for purchased oil and natural gas volumes are negotiated with purchasers and are based on certain published indices. Since most of the oil and natural gas contracts are month-to-month, there are very few dedications of production to any one purchaser. We sell the NGLs entrained in the natural gas that we produce. The arrangements to sell these products first requires natural gas to be processed at an onshore gas processing plant. Once the liquids are removed and fractionated (broken into the individual hydrocarbon chains for sale), the products are sold by the processing plant. The residue gas left over is sold to natural gas purchasers as natural gas sales (referenced above). The contracts for NGL sales are with the processing plant. The prices received for the NGLs are either tied to indices or are based on what the processing plant can receive from a third party purchaser. The gas processing and subsequent sales of NGLs are subject to contracts with longer terms and dedications of lease production from the Company’s leases offshore.
There are a variety of factors which affect the market for oil, including the proximity and capacity of transportation facilities, demand for oil both within the local market and beyond, the marketing of competitive fuels and the effects of government regulations on oil production and sales. Our revenue can be materially affected by current economic conditions and the price of oil. However, based on the current demand for crude oil and the fact that alternative purchasers are available, we believe that the loss of our marketing agent and/or any of the purchasers identified by our marketing agent would not have a long‑term material adverse effect on our financial position or results of operations.

Competition
The oil and gas industry is competitive. We encounter strong competition from other independent operators and from major oil companies in acquiring licenses and leases. Many of these competitors have financial and technical resources and staff

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that are substantially larger than ours. As a result, our competitors may be able to pay more for desirable oil and natural gas assets, or to evaluate, bid for and purchase a greater number of licenses and leases than our financial or personnel resources will permit. Furthermore, these companies may also be better able to withstand the financial pressures of lower commodity prices, unsuccessful wells, volatility in financial markets and generally adverse global and industry‑wide economic conditions. These companies may also be better able to absorb the burdens resulting from changes in relevant laws and regulations, which may adversely affect our competitive position.
Historically, we have also been affected by competition for drilling rigs and the availability of related equipment. Higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews. Shortages of, or increasing costs for, experienced drilling crews and equipment and services may restrict our ability to drill wells and conduct our operations.
The oil and gas industry as a whole has experienced continued volatility. Dated Brent crude, the benchmark for our international oil sales, ranged from approximately $50 to $86 per barrel during 2018 . HLS crude, the benchmark for our U.S. Gulf of Mexico oil sales, which generally trades at a slight discount to Dated Brent, ranged from approximately $63 to $75 during 2018. Excluding the impact of hedges, our realized price for 2018 was $69.00 per barrel. We believe lower prices will generally result in greater availability of assets and necessary equipment. However, the impacts on the industry from a competitive perspective are not entirely known.

Title to Property
Other than as specified in this annual report on Form 10‑K, we believe that we have satisfactory title to our oil and natural gas assets in accordance with standards generally accepted in the international oil and gas industry. Our licenses and leases are subject to customary royalty and other interests, liens under operating agreements and other burdens, restrictions and encumbrances customary in the oil and gas industry that we believe do not materially interfere with the use of, or affect the carrying value of, our interests.
Environmental Matters
General
We are subject to various stringent and complex international, foreign, federal, state and local environmental, health and safety laws and regulations governing matters including the emission and discharge of pollutants into the ground, air or water; the generation, storage, handling, use and transportation of regulated materials; and the health and safety of our employees. These laws and regulations may, among other things:
require the acquisition of various permits before operations commence;
enjoin some or all of the operations or facilities deemed not in compliance with permits;
restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities;
limit, cap, tax or otherwise restrict emissions of GHG and other air pollutants or otherwise seek to address or minimize the effects of climate change;
limit or prohibit drilling activities in certain locations lying within protected or otherwise sensitive areas; and
require measures to mitigate or remediate pollution, including pollution resulting from our block partners’ or our contractors’ operations.

These laws and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be possible. Compliance with these laws can be costly; the regulatory burden on the oil and natural gas industry increases the cost of doing business in the industry and consequently affects profitability. We cannot assure you that we have been or will be at all times in compliance with such laws, or that environmental laws and regulations will not change or become more stringent in the future in a manner that could have a material adverse effect on our financial condition and results of operations.
Moreover, public interest in the protection of the environment continues to increase. Offshore drilling in some areas has been opposed by environmental groups and, in other areas, has been restricted. Our operations could be adversely affected to the

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extent laws or regulations are enacted or other governmental action is taken that prohibits or restricts offshore drilling or imposes environmental requirements that increase costs to the oil and gas industry in general, such as more stringent or costly waste handling, disposal or cleanup requirements or financial responsibility and assurance requirements.
Per common industry practice, under agreements governing the terms of use of the drilling rigs contracted by us or our block or lease partners, the drilling rig contractors typically indemnify us and our block partners in respect of pollution and environmental damage originating above the surface of the water and from such drilling rig contractor’s property, including their drilling rig and other related equipment. Furthermore, pursuant to the terms of the operating agreements for our blocks and leases, except in certain circumstances, each block or lease partner is responsible for its share of liabilities in proportion to its participating interest incurred as a result of pollution and environmental damage, containment and clean‑up activities, loss or damage to any well, loss of oil or natural gas resulting from a blowout, crater, fire, or uncontrolled well, loss of stored oil and natural gas, as well as for plugging or bringing under control any well. We maintain insurance coverage typical of the industry in the areas we operate in; these include property damage insurance, loss of production insurance, wreck removal insurance, control of well insurance, general liability including pollution liability to cover pollution from wells and other operations. We also participate in an insurance coverage program for the FPSOs which we own. We believe our insurance is carried in amounts typical for the industry relative to our size and operations and in accordance with our contractual and regulatory obligations.
Capping and Containment (Excluding the U.S. Gulf of Mexico)
We entered into an agreement with a third party service provider for it to supply subsea capping and containment equipment on a global basis (excluding the U.S. Gulf of Mexico). The equipment includes capping stacks, debris removal, subsea dispersant and auxiliary equipment. The equipment meets industry accepted standards and can be deployed by air cargo and other conventional means to suit multiple application scenarios. We also developed an emergency response plan and response organization to prepare and demonstrate our readiness to respond to a subsea well control incident. Capping and containment for the U.S. Gulf of Mexico is detailed in the U.S. Gulf of Mexico (Operated and Non-operated) section below.
Oil Spill Response
To complement our agreement discussed above for subsea capping and containment equipment, we became a charter member of the Global Dispersant Stockpile ("GSD"). The dispersant stockpile, which is managed by Oil Spill Response Limited (“OSRL”) of Southampton, England, an oil spill response contractor, consists of 5,000 cubic meters of dispersant strategically located at OSRL bases around the world. The total volume of the stockpile located at the OSRL bases is calculated to provide members with the ability to respond to a major spill incident. Dispersant from the GSD can be used in the U.S. Gulf of Mexico.
Mauritania and Senegal (Non-operated)
Kosmos transferred operatorship of Mauritania and Senegal operations to BP at the beginning of 2018 for the blocks that were previously operated by Kosmos. Oil spill response equipment in both countries was transferred back to the OSRL Central Stockpile in Southampton, England.
Suriname (Operated)
Kosmos drilled two exploration wells in Suriname in 2018. Kosmos maintained its dispersant spraying capabilities in the field during drilling operations and had additional Tier 2 and Tier 3 equipment from OSRL’s Americas base in Ft Lauderdale, Florida on standby.
Ghana (Non-operated)
Tullow, our partner and the operator of the Jubilee Unit and the TEN fields, maintains Oil Spill Contingency Plans ("OSCP") covering the Jubilee Field and Deepwater Tano Block. Under the OSCPs, emergency response teams may be activated to respond to oil spill incidents. Tullow has access to OSRL’s oil spill response services comprising technical expertise and assistance, including access to response equipment and dispersant spraying systems. Tullow maintains lease agreements with OSRL for Tier 1 and Tier 2 packages of oil spill response equipment.
Equatorial Guinea (Operated and Non-operated)
In 2017, Kosmos entered into a joint venture in Equatorial Guinea through the acquisition KTIPI, which includes the Ceiba Field and Okume Complex. Effective January 1, 2019, Trident became operator of the Ceiba Field and Okume Complex. In addition, Kosmos is operator of four exploration leases in Equatorial Guinea. Current plans call for drilling one exploration well in 2019. Kosmos will bring in additional equipment in country to supplement existing resources as necessary.

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U.S. Gulf of Mexico (Operated and Non-operated)
After the major well control incident and oil release in the U.S. Gulf of Mexico in 2010, the U.S. Department of Interior updated regulations which govern the type, amount and capabilities of response equipment that needs to be available to operators to respond to similar incidents. These regulations also dictate the type and frequency of training that operating personnel need to receive and demonstrate proficiency in. Kosmos also has an Oil Spill Response Plan ("OSRP") which is approved by the Bureau of Safety and Environmental Enforcement ("BSEE"). This OSRP would be activated if needed in the event of an oil spill or containment event in the U.S. Gulf of Mexico. Kosmos joined several cooperatives that were established to meet the requirements of the new regulations. For capping and containment, Kosmos joined the Helix Well Containment Group ("HWCG") consortium whose capabilities include; (i) two dual ram capping stacks rated at 15,000 psi and 10,000 psi respectively, (ii) intervention equipment to cap and contain a well with the mechanical and structural integrity to be shut in at depths up to 10,000 feet, and (iii) the ability to capture and process 130,000 barrels of fluid per day and 220 Mcf of gas per day. Kosmos is also a member of the Clean Gulf Associate ("CGA") Oil Spill Cooperative, which provides oil spill response capabilities to meet regulatory requirements. Equipment and services include a High Volume Open Sea Skimming System ("HOSS"), dedicated oil spill response vessels strategically positioned along the U.S. gulf coast, dispersant and dispersant delivery systems, various types of spill response booms and mobile wildlife rehabilitation equipment. Due to federal regulations, all of the HWCG and CGA equipment is dedicated to U.S. operations and cannot be utilized outside the country.

Employees
As of December 31, 2018 , we had approximately 380 employees. None of these employees are represented by labor unions or covered by any collective bargaining agreement. We believe that relations with our employees are satisfactory.
Corporate Information
On December 28, 2018, we changed our jurisdiction of incorporation from Bermuda to the State of Delaware, USA. Kosmos Energy Ltd. discontinued as a Bermuda exempted company pursuant to Section 132G of the Companies Act 1981 of Bermuda and, pursuant to Section 265 of the General Corporation Law of the State of Delaware (the “DGCL”), continued its existence under the DGCL as a corporation organized in the State of Delaware. This transaction is referred to as the “Redomestication”. The business, assets and liabilities of the Company and its subsidiaries on a consolidated basis, as well as its principal locations and fiscal year, were the same immediately after the Redomestication as they were immediately prior to the Redomestication. In addition, the directors and executive officers of the Company immediately after the Redomestication were the same individuals who were directors and executive officers, respectively, of the Company immediately prior to the Redomestication.
The Company did not change its name in connection with the Redomestication. In the Redomestication, each of the outstanding common shares of Kosmos Energy Ltd., an exempted company incorporated pursuant to the laws of Bermuda, were automatically converted by operation of law, on a one-for-one basis, into shares of common stock of Kosmos Energy Ltd., a company incorporated pursuant to the laws of Delaware. Consequently, each holder of a Kosmos Energy Ltd. common share now holds a share of Kosmos Energy Ltd.’s common stock in each case representing the same proportional equity interest in the Company as that shareholder held prior to the Redomestication. The number of shares of the Company’s common stock outstanding immediately after the Redomestication was the same as the number of common shares of Kosmos Energy Ltd. outstanding immediately prior to the Redomestication. In connection with the Redomestication, the Company adopted a new certificate of incorporation, bylaws and form of common stock certificate, copies of which are filed herewith as Exhibits 3.1, 3.2 and 4.1, respectively.
We maintain a registered office in Delaware at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Our executive offices are maintained at 8176 Park Lane, Suite 500, Dallas, Texas 75231, and its telephone number is +1 (214) 445 9600.


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Available Information
Kosmos is listed on the New York Stock Exchange and London Stock Exchange and our common stock is traded under the symbol KOS. We file or furnish annual, quarterly and current reports, proxy statements and other information with the SEC as well as the London Stock Exchange's Regulatory News Service ("LSE RNS"). The SEC maintains a website at http://www.sec.gov that contains documents we file electronically with the SEC. The LSE RNS maintains a website at http://www.londonstockexchange.com that contains documents we file electronically with the LSE RNS.
The Company also maintains an internet website under the name www.kosmosenergy.com . The information on our website is not incorporated by reference into this annual report on Form 10‑K and should not be considered a part of this annual report on Form 10‑K. Our website is included as an inactive technical reference only. We make available, free of charge, on our website, our annual report on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.

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Item 1A.  Risk Factors
You should consider and read carefully all of the risks and uncertainties described below, together with all of the other information contained in this report, including the consolidated financial statements and the related notes included in “Item 8. Financial Statements and Supplementary Data.” If any of the following risks actually occurs, our business, business prospects, financial condition, results of operations or cash flows could be materially adversely affected. The risks below are not the only ones we face. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us.

Risks Relating to the Oil and Natural Gas Industry and Our Business
We have limited proved reserves and areas that we decide to drill may not yield oil and natural gas in commercial quantities or quality, or at all.
We have limited proved reserves. A portion of our oil and natural gas assets consists of discoveries without approved PoDs and with limited well penetrations, as well as identified yet unproven prospects based on available seismic and geological information that indicates the potential presence of hydrocarbons. However, the areas we decide to drill may not yield oil or natural gas in commercial quantities or quality, or at all. Many of our current discoveries and all of our prospects are in various stages of evaluation that will require substantial additional analysis and interpretation. Even when properly used and interpreted, 2D and 3D seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those structures. Accordingly, we do not know if any of our discoveries or prospects will contain oil or natural gas in sufficient quantities or quality to recover drilling and completion costs or to be economically viable. Even if oil or natural gas is found on our discoveries or prospects in commercial quantities, construction costs of gathering lines, subsea infrastructure and floating production systems and transportation costs may prevent such discoveries or prospects from being economically viable, and approval of PoDs by various regulatory authorities, a necessary step in order to develop a commercial discovery, may not be forthcoming. Additionally, the analogies drawn by us using available data from other wells, more fully explored discoveries or producing fields may not prove valid with respect to our drilling prospects. We may terminate our drilling program for a discovery or prospect if data, information, studies and previous reports indicate that the possible development of a discovery or prospect is not commercially viable and, therefore, does not merit further investment. If a significant number of our discoveries or prospects do not prove to be successful, our business, financial condition and results of operations will be materially adversely affected.
The deepwater offshore Mauritania and Senegal, an area in which we currently focus a substantial amount of our development efforts, has only recently been considered economically viable for hydrocarbon production due to the costs and difficulties involved in drilling and development at such depths and the relatively recent discovery of commercial quantities of hydrocarbons in the region. Likewise, our deepwater offshore Cote d'Ivoire, Namibia, Sao Tome and Principe and Suriname licenses have not yet proved to be economically viable production areas. We have limited proved reserves, and we may not be successful in developing additional commercially viable production from our other discoveries and prospects.
We face substantial uncertainties in estimating the characteristics of our unappraised discoveries and our prospects.
In this report we provide numerical and other measures of the characteristics of our discoveries and prospects. These measures may be incorrect, as the accuracy of these measures is a function of available data, geological interpretation and judgment. To date, a limited number of our prospects have been drilled. Any analogies drawn by us from other wells, discoveries or producing fields may not prove to be accurate indicators of the success of developing proved reserves from our discoveries and prospects. Furthermore, we have no way of evaluating the accuracy of the data from analog wells or prospects produced by other parties which we may use.
It is possible that few or none of our wells to be drilled will find accumulations of hydrocarbons in commercial quality or quantity. Any significant variance between actual results and our assumptions could materially affect the quantities of hydrocarbons attributable to any particular prospect.
Drilling wells is speculative, often involving significant costs that may be more than we estimate, and may not result in any discoveries or additions to our future production or reserves. Any material inaccuracies in drilling costs, estimates or underlying assumptions will materially affect our business.
Exploring for and developing hydrocarbon reserves involves a high degree of technical, operational and financial risk, which precludes definitive statements as to the time required and costs involved in reaching certain objectives. The budgeted costs of planning, drilling, completing and operating wells are often exceeded and can increase significantly when drilling costs rise due to a tightening in the supply of various types of oilfield equipment and related services or unanticipated geologic conditions.

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Before a well is spud, we incur significant geological and geophysical (seismic) costs, which are incurred whether or not a well eventually produces commercial quantities of hydrocarbons or is drilled at all. Drilling may be unsuccessful for many reasons, including geologic conditions, weather, cost overruns, equipment shortages and mechanical difficulties or force majeure events. Exploratory wells bear a much greater risk of failure than development wells. In the past we have experienced unsuccessful drilling efforts, having drilled dry holes. Furthermore, the successful drilling of a well does not necessarily result in the commercially viable development of a field or be indicative of the potential for the development of a commercially viable field. A variety of factors, including geologic and market‑related, can cause a field to become uneconomic or only marginally economic. A lack of drilling opportunities or projects that cease production may cause us to incur significant costs associated with an idle rig and/or related services, particularly if we cannot contract out rig slots to other parties. Many of our prospects that may be developed require significant additional exploration, appraisal and development, regulatory approval and commitments of resources prior to commercial development. In addition, a successful discovery would require significant capital expenditure in order to develop and produce oil and natural gas, even if we deemed such discovery to be commercially viable. See “—Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms or at all in the future, which may in turn limit our ability to develop our exploration, appraisal, development and production activities.” In the areas in which we operate, we face higher above‑ground risks necessitating higher expected returns, the requirement for increased capital expenditures due to a general lack of infrastructure and underdeveloped oil and gas industries, and increased transportation expenses due to geographic remoteness, which either require a single well to be exceptionally productive, or the existence of multiple successful wells, to allow for the development of a commercially viable field. See “—Our operations may be adversely affected by political and economic circumstances in the countries in which we operate.” Furthermore, if our actual drilling and development costs are significantly more than our estimated costs, we may not be able to continue our business operations as proposed and could be forced to modify our plan of operation.
Development drilling may not result in commercially productive quantities of oil and gas reserves.
Our exploration success has provided us with major development projects on which we are moving forward, and any future exploration discoveries will also require significant development efforts to bring to production. We must successfully execute our development projects, including development drilling, in order to generate future production and cash flow. However, development drilling is not always successful and the profitability of development projects may change over time.
For example, in new development projects available data may not allow us to completely know the extent of the reservoir or choose the best locations for drilling development wells. A development well we drill may be a dry hole or result in noncommercial quantities of hydrocarbons. All costs of development drilling and other development activities are capitalized, even if the activities do not result in commercially productive quantities of hydrocarbon reserves. This puts a property at higher risk for future impairment if commodity prices decrease or operating or development costs increase.
Our identified drilling and infrastructure locations are scheduled out over time, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling or infrastructure installation or modification.
Our management team has identified and scheduled drilling locations and possible infrastructure locations on our license and lease areas over a multi‑year period. Our ability to drill and develop these locations depends on a number of factors, including the availability of equipment and capital, approval by block or lease partners and national and state regulators, seasonal conditions, oil prices, assessment of risks, costs and drilling results. For example, a shutdown of the U.S. federal government could delay the regulatory review and approval process associated with drilling or developmental activities within our license areas in the U.S. Gulf of Mexico. The final determination on whether to drill or develop any of these locations will be dependent upon the factors described elsewhere in this report as well as, to some degree, the results of our drilling and production activities with respect to our established wells and drilling locations. Because of these uncertainties, we do not know if the drilling locations we have identified will be drilled or infrastructure installed or modified within our expected timeframe or at all or if we will be able to economically produce hydrocarbons from these or any other potential drilling locations. As such, our actual drilling and development activities may be materially different from our current expectations, which could adversely affect our results of operations and financial condition.
A substantial or extended decline in both global and local oil and natural gas prices may adversely affect our business, financial condition and results of operations.
The prices that we will receive for our oil and natural gas will significantly affect our revenue, profitability, access to capital and future growth rate. Historically, the oil and natural gas markets have been volatile and will likely continue to be volatile in the future. Oil prices experienced significant and sustained declines in the past few years and will likely continue to be volatile in the future. The prices that we will receive for our production and the levels of our production depend on numerous factors. These factors include, but are not limited to, the following:

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changes in supply and demand for oil and natural gas;
the actions of the Organization of the Petroleum Exporting Countries;
speculation as to the future price of oil and natural gas and the speculative trading of oil and natural gas futures contracts;
global economic conditions;
political and economic conditions, including embargoes in oil‑producing countries or affecting other oil‑producing activities, particularly in the Middle East, Africa, Russia and Central and South America;
the continued threat of terrorism and the impact of military and other action, including U.S. military operations in the Middle East;
the level of global oil and natural gas exploration and production activity;
the level of global oil inventories and oil refining capacities;
weather conditions and natural or man‑made disasters;
technological advances affecting energy consumption;
governmental regulations and taxation policies;
proximity and capacity of transportation facilities;
the development and exploitation of alternative fuels or energy sources;
the price and availability of competitors’ supplies of oil and natural gas; and
the price, availability or mandated use of alternative fuels or energy sources.
Lower oil prices may not only reduce our revenues but also may limit the amount of oil that we can produce economically. A substantial or extended decline in oil and natural gas prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.
Under the terms of our various petroleum contracts, we are contractually obligated to drill wells and declare any discoveries in order to retain exploration and production rights. In the competitive market for our license areas, failure to drill these wells or declare any discoveries may result in substantial license renewal costs or loss of our interests in the undeveloped parts of our license areas, which may include certain of our prospects.
In order to protect our exploration and production rights in our license areas, we must meet various drilling and declaration requirements. In general, unless we make and declare discoveries within certain time periods specified in our various petroleum agreements and licenses, our interests in the undeveloped parts of our license areas may lapse. Should the prospects yield discoveries, we cannot assure you that we will not face delays in the appraisal and development of these prospects or otherwise have to relinquish these prospects. The costs to maintain petroleum contracts over such areas may fluctuate and may increase significantly since the original term, and we may not be able to renew or extend such petroleum contracts on commercially reasonable terms or at all. Our actual drilling activities may therefore materially differ from our current expectations, which could adversely affect our business.
Under these petroleum contracts, we have work commitments to perform exploration and other related activities. Failure to do so may result in our loss of the licenses. As of December 31, 2018 , we have unfulfilled drilling obligations in one of our Mauritania petroleum contracts. In certain other petroleum contracts, we are in the initial exploration phase, some of which have certain obligations that have yet to be fulfilled. Over the course of the next several years, we may choose to enter into the next phase of those petroleum contracts which will likely include firm obligations to drill wells. Failure to execute our obligations may result in our loss of the licenses.
The Exploration Period of each of the WCTP and DT petroleum contracts has expired. Pursuant to the terms of such petroleum contracts, while we and our respective block partners have certain rights to negotiate new petroleum contracts with respect to the WCTP Relinquishment Area and DT Relinquishment Area, we cannot assure you that we will determine to enter any such new petroleum contracts. For each of our petroleum contracts, we cannot assure you that any renewals or extensions will

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be granted or whether any new agreements will be available on commercially reasonable terms, or, in some cases, at all. For additional detail regarding the status of our operations with respect to our various petroleum contracts, please see “Item 1. Business—Operations by Geographic Area.”
The inability of one or more third parties who contract with us to meet their obligations to us may adversely affect our financial results.
We may be liable for certain costs if third parties who contract with us are unable to meet their commitments under such agreements. We are currently exposed to credit risk through joint interest receivables from our block and/or unit partners. If any of our partners in the blocks or unit in which we hold interests are unable to fund their share of the exploration and development expenses, we may be liable for such costs. In the past, certain of our partners have not paid their share of block costs in the time frame required by the joint operating agreements for these blocks. This has resulted in such party being in default, which in return requires Kosmos and its non‑defaulting block partners to pay their proportionate share of the defaulting party’s costs during the default period. Should a default not be cured, Kosmos could be required to pay its share of the defaulting party’s costs going forward.
In addition, we contract with third parties to conduct drilling and related services on our development projects and exploration prospects. Such third parties may not perform the services they provide us on schedule or within budget. Furthermore, the drilling equipment, facilities and infrastructure owned and operated by the third parties we contract with is highly complex and subject to malfunction and breakdown. Any malfunctions or breakdowns may be outside our control and result in delays, which could be substantial. Any delays in our drilling campaign caused by equipment, facility or equipment malfunction or breakdown could materially increase our costs of drilling and cause an adverse effect on our business, financial position and results of operations.
Our principal exposure to credit risk will be through receivables resulting from the sale of our oil, which we currently sell to an energy marketing company, and to cover our commodity derivatives contracts. The inability or failure of our significant customers or counterparties to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. In addition, our oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties. Joint interest receivables arise from our block partners. The inability or failure of third parties we contract with to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. We are unable to predict sudden changes in creditworthiness or ability to perform. Even if we do accurately predict sudden changes, our ability to negate the risk may be limited and we could incur significant financial losses.
The unit partners’ respective interests in the Jubilee Unit and Greater Tortue Ahmeyim Unit are subject to redetermination and our interests in such unit may decrease as a result.
The interests in and development of the Jubilee Field are governed by the terms of the Jubilee UUOA. The parties to the Jubilee UUOA, the collective interest holders in each of the WCTP and DT Blocks, initially agreed that interests in the Jubilee Unit will be shared equally, with each block deemed to contribute 50% of the area of such unit. The respective interests in the Jubilee Unit were therefore initially determined by the respective interests in such contributed block interests. Pursuant to the terms of the Jubilee UUOA, the percentage of such contributed interests is subject to a process of redetermination once sufficient development work has been completed in the unit. The initial redetermination process was completed on October 14, 2011. As a result of the initial redetermination process, the tract participation was determined to be 54.4% for the WCTP Block and 45.6% for the DT Block. Our Unit Interest (participating interest in the Jubilee Unit) was increased from 23.5% to 24.1%. An additional redetermination could occur sometime if requested by a party that holds greater than a 10% interest in the Jubilee Unit. We cannot assure you that any redetermination pursuant to the terms of the Jubilee UUOA will not negatively affect our interests in the Jubilee Unit or that such redetermination will be satisfactorily resolved.
The interests in and development of the Greater Tortue Ahmeyim Field are governed by the terms of the GTA UUOA. The parties to the GTA UUOA, the collective interest holders in each of the Mauritania Block C8 and Senegal Saint Louis Offshore Profond blocks, initially agreed that interests in the Greater Tortue Ahmeyim Unit will be shared equally, with each block deemed to contribute 50% of the area of such unit. The respective interests in the Greater Tortue Ahmeyim Unit were therefore initially determined by the respective interests in such contributed block interests. Pursuant to the terms of the GTA UUOA, the percentage of such contributed interests is subject to a process of redetermination once sufficient development work has been completed in the unit. We cannot assure you that any redetermination pursuant to the terms of the GTA UUOA will not negatively affect our interests in the Greater Tortue Ahmeyim Unit or that such redetermination will be satisfactorily resolved.

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We are not, and may not be in the future, the operator on all of our license areas and facilities and do not, and may not in the future, hold all of the working interests in certain of our license areas. Therefore, we have reduced control over the timing of exploration or development efforts, associated costs, and the rate of production of any non‑operated and to an extent, any non‑wholly-owned, assets.
As we carry out our exploration and development programs, we have arrangements with respect to existing license areas and may have agreements with respect to future license areas that result in a greater proportion of our license areas being operated by others. Currently, we are not the operator of the Jubilee Unit, the TEN fields, Ceiba and Okume or certain producing fields in the U.S. Gulf of Mexico and do not hold operatorship in certain other offshore blocks. In addition, our agreements with BP and Chevron contemplate that operatorship will be transitioned fully to these companies in our Cote d'Ivoire (BP) and Suriname (Chevron) acreage upon a commercial discovery. As a result, we may have limited ability to exercise influence over the operations of the discoveries or prospects operated by our block or unit partners, or which are not wholly-owned by us, as the case may be. Dependence on block or unit partners could prevent us from realizing our target returns for those discoveries or prospects. Further, because we do not have majority ownership in all of our properties, we may not be able to control the timing, or the scope, of exploration or development activities or the amount of capital expenditures and, therefore, may not be able to carry out one of our key business strategies of minimizing the cycle time between discovery and initial production. The success and timing of exploration and development activities will depend on a number of factors that will be largely outside of our control, including:
the timing and amount of capital expenditures;
if the activity is operated by one of our block partners, the operator’s expertise and financial resources;
approval of other block partners in drilling wells;
the scheduling, pre‑design, planning, design and approvals of activities and processes;
selection of technology;
the available capacity of processing facilities and related pipelines; and
the rate of production of reserves, if any.
This limited ability to exercise control over the operations on our license areas may cause a material adverse effect on our financial condition and results of operations.
Our estimated proved reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
The process of estimating oil and natural gas reserves is technically complex. It requires interpretations of available technical data and many assumptions, including those relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves shown in this report. See “Item 1. Business—Our Reserves” for information about our estimated oil and natural gas reserves and the present value of our net revenues at a 10% discount rate (“PV‑10”) and Standardized Measure of discounted future net revenues (as defined herein) as of December 31, 2018 .
In order to prepare our estimates, we must project production rates and the timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The process also requires economic assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.
Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of reserves shown in this report. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development, prevailing oil and natural gas prices and other factors, many of which are beyond our control.

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The present value of future net revenues from our proved reserves will not necessarily be the same as the current market value of our estimated oil and natural gas reserves.
You should not assume that the present value of future net revenues from our proved reserves is the current market value of our estimated oil and natural gas reserves. In accordance with the SEC requirements, we have based the estimated discounted future net revenues from our proved reserves on the 12‑month unweighted arithmetic average of the first‑day‑of‑the‑month price for the preceding twelve months, adjusted for an anticipated market premium, without giving effect to derivative transactions. Actual future net revenues from our oil and natural gas assets will be affected by factors such as:
actual prices we receive for oil and natural gas;
actual cost of development and production expenditures;
derivative transactions;
the amount and timing of actual production; and
changes in governmental regulations or taxation.
The timing of both our production and our incurrence of expenses in connection with the development and production of oil and natural gas assets will affect the timing and amount of actual future net revenues from proved reserves, and thus their actual present value. In addition, the 10% discount factor we use when calculating discounted future net revenues may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and gas industry in general. Actual future prices and costs may differ materially from those used in the present value estimates included in this report. Oil prices have recently experienced significant volatility. See “Item 1. Business—Our Reserves.”
We are dependent on certain members of our management and technical team.
Our performance and success largely depend on the ability, expertise, judgment and discretion of our management and the ability of our technical team to identify, discover, evaluate and develop reserves. The loss or departure of one or more members of our management and technical team could be detrimental to our future success. Additionally, a significant amount of shares in Kosmos held by members of our management and technical team has vested. There can be no assurance that our management and technical team will remain in place. If any of these officers or other key personnel retires, resigns or becomes unable to continue in their present roles and is not adequately replaced, our results of operations and financial condition could be materially adversely affected. Our ability to manage our growth, if any, will require us to continue to train, motivate and manage our employees and to attract, motivate and retain additional qualified personnel. Competition for these types of personnel is intense, and we may not be successful in attracting, assimilating and retaining the personnel required to grow and operate our business profitably.
Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms or at all in the future, which may in turn limit our ability to develop our exploration, appraisal, development and production activities.
We expect our capital outlays and operating expenditures to be substantial as we expand our operations. Obtaining seismic data, as well as exploration, appraisal, development and production activities entail considerable costs, and we may need to raise substantial additional capital through additional debt financing, strategic alliances or future private or public equity offerings if our cash flows from operations, or the timing of, are not sufficient to cover such costs.
Our future capital requirements will depend on many factors, including:
the scope, rate of progress and cost of our exploration, appraisal, development and production activities;
the success of our exploration, appraisal, development and production activities;
oil and natural gas prices;
our ability to locate and acquire hydrocarbon reserves;
our ability to produce oil or natural gas from those reserves;
the terms and timing of any drilling and other production‑related arrangements that we may enter into;
the cost and timing of governmental approvals and/or concessions; and

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the effects of competition by larger companies operating in the oil and gas industry.
We do not currently have any commitments for future external funding beyond the capacity of our commercial debt facility and revolving credit facility. Additional financing may not be available on favorable terms, or at all. Even if we succeed in selling additional equity securities to raise funds, at such time the ownership percentage of our existing shareholders would be diluted, and new investors may demand rights, preferences or privileges senior to those of existing shareholders. If we raise additional capital through debt financing, the financing may involve covenants that restrict our business activities. If we choose to farm‑out interests in our licenses, we would dilute our ownership interest subject to the farm‑out and any potential value resulting therefrom, and may lose operating control or influence over such license areas.
Assuming we are able to commence exploration, appraisal, development and production activities or successfully exploit our licenses during the exploratory term, our interests in our licenses (or the development/production area of such licenses as they existed at that time, as applicable) could extend beyond the term set for the exploratory phase of the license to a fixed period or life of production, depending on the jurisdiction. If we are unable to meet our well commitments and/or declare commerciality of the prospective areas of our licenses during this time, we may be subject to significant potential forfeiture of all or part of the relevant license interests. If we are not successful in raising additional capital, we may be unable to continue our exploration and production activities or successfully exploit our license areas, and we may lose the rights to develop these areas. See “—Under the terms of our various license agreements, we are contractually obligated to drill wells and declare any discoveries in order to retain exploration and production rights. In the competitive market for our license areas, failure to declare any discoveries and thereby establish development areas may result in substantial license renewal costs or loss of our interests in the undeveloped parts of our license areas, which may include certain of our prospects.”
All of our proved reserves, oil production and cash flows from operations are currently associated with our licenses offshore Ghana, Equatorial Guinea, and U.S. Gulf of Mexico. Should any event occur which adversely affects such proved reserves, oil production and cash flows from these licenses, including, without limitation, any event resulting from the risks and uncertainties outlined in this “Risk Factors” section, our business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures may be materially and adversely affected.
We may be required to take write‑downs of the carrying values of our oil and natural gas assets as a result of decreases in oil and natural gas prices, and such decreases could result in reduced availability under our corporate revolver and commercial debt facility.
We capitalize costs to acquire, find and develop our oil and natural gas properties under the successful efforts accounting method. Under such method, we are required to perform impairment tests on our assets periodically and whenever events or changes in circumstances warrant a review of our assets. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of appraisal and development plans, production data, oil and natural gas prices, economics and other factors, we may be required to write down the carrying value of our oil and natural gas assets. A write‑down constitutes a non‑cash charge to earnings. As a result of the recent drop in oil and natural gas prices, we may incur future write‑downs and charges should prices remain at low levels.
In addition, our borrowing base under the commercial debt facility is subject to periodic redeterminations. We could be forced to repay a portion of our borrowings under the commercial debt facility due to redeterminations of our borrowing base. Redeterminations may occur as a result of a variety of factors, including oil and natural gas commodity price assumptions, assumptions regarding future production from our oil and natural gas assets, operating costs and tax burdens or assumptions concerning our future holdings of proved reserves. If we are forced to do so, we may not have sufficient funds to make such repayments. If we do not have sufficient funds and are otherwise unable to negotiate renewals of our borrowings or arrange new financing, we may have to sell significant assets. Any such sale could have a material adverse effect on our business and financial results.
We may not be able to commercialize our interests in any natural gas produced from our license areas.
The development of the market for natural gas in our license areas is in its early stages. Currently the infrastructure to transport and process natural gas on commercial terms is limited and the expenses associated with constructing such infrastructure ourselves may not be commercially viable given local prices currently paid for natural gas. Accordingly, there may be limited or no value derived from any natural gas produced from our license areas.
In Ghana, we currently produce associated gas from the Jubilee and TEN fields. A gas pipeline from the Jubilee Field has been constructed to transport such natural gas for processing and sale. However, we granted the Government of Ghana the first 200 Bcf of natural gas exported from the Jubilee Field to shore at zero cost. Through December 31, 2018 , the Jubilee partners

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have provided approximately 99  Bcf from the Jubilee Field to Ghana. Thus, in Ghana, it is forecasted to be a few years before we are able to commercialize the Jubilee Field natural gas. We do not currently book proved gas reserves associated with natural gas sales from the Jubilee Field in Ghana. However, we expect to book gas reserves upon finalization and execution of a gas sales agreement for such Jubilee Field natural gas that will have a price associated with it. A gas pipeline from the TEN fields to the Jubilee Field was completed in the first quarter of 2017 to transport associated natural gas as well as non-associated natural gas for processing and sale. We finalized the TAG GSA, and as a result, we booked proved gas reserves for the associated natural gas from the TEN fields in Ghana. If and when a gas sales agreement and the related infrastructure are in place for the TEN fields non-associated gas, a portion of the remaining gas may be recognized as reserves.

In Mauritania and Senegal, we plan to export the majority of our gas resource to the liquefied natural gas (“LNG”) market. However, that plan is contingent on making final investment decisions on our gas discoveries and constructing the necessary infrastructure to produce, liquefy and transport the gas to the market as well as finding LNG purchasers. Additionally, such plans are contingent upon receipt of required partner and government approvals.

Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets or delay our oil and natural gas production.
Our ability to market our oil and natural gas production will depend substantially on the availability and capacity of processing facilities, oil and LNG tankers and other infrastructure, including FPSOs, owned and operated by third parties. Our failure to obtain such facilities on acceptable terms could materially harm our business. We also rely on continuing access to drilling rigs suitable for the environment in which we operate. The delivery of drilling rigs may be delayed or cancelled, and we may not be able to gain continued access to suitable rigs in the future. We may be required to shut in oil and natural gas wells because of the absence of a market or because access to processing facilities may be limited or unavailable. If that were to occur, then we would be unable to realize revenue from those wells until arrangements were made to deliver the production to market, which could cause a material adverse effect on our financial condition and results of operations. In addition, the shutting in of wells can lead to mechanical problems upon bringing the production back on line, potentially resulting in decreased production and increased remediation costs.
Additionally, the future exploitation and sale of associated and non‑associated natural gas and liquids and LNG will be subject to timely commercial processing and marketing of these products, which depends on the contracting, financing, building and operating of infrastructure by third parties. The Government of Ghana completed the construction and connection of a gas pipeline from the Jubilee Field and the pipeline between the Jubilee and TEN fields to transport such natural gas to the mainland for processing and sale was completed in the first quarter of 2017. However, the uptime of the facility in future periods is not known. In the absence of the continuous removal of large quantities of natural gas it is anticipated that we will either need to flare such natural gas in order to maintain crude oil production or reduce crude oil production. Currently, we have been issued permits from the Ghana EPA to flare natural gas produced from the Jubilee and TEN Fields in limited quantities. If we are unable to resolve potential issues related to the continuous removal of associated natural gas in large quantities, our oil production will be negatively impacted.
We are subject to numerous risks inherent to the exploration and production of oil and natural gas.
Oil and natural gas exploration and production activities involve many risks that a combination of experience, knowledge and interpretation may not be able to overcome. Our future will depend on the success of our exploration and production activities and on the development of an infrastructure that will allow us to take advantage of our discoveries. Additionally, many of our license areas are located in deepwater, which generally increases the capital and operating costs, chances of delay, planning time, technical challenges and risks associated with oil and natural gas exploration and production activities. See “— Our offshore and deepwater operations involve special risks that could adversely affect our results of operation.” As a result, our oil and natural gas exploration and production activities are subject to numerous risks, including the risk that drilling will not result in commercially viable oil and natural gas production. Our decisions to purchase, explore or develop discoveries, prospects or licenses will depend in part on the evaluation of seismic data through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations.
Furthermore, the marketability of expected oil and natural gas production from our discoveries and prospects will also be affected by numerous factors. These factors include, but are not limited to, market fluctuations of prices (such as recent significant declines in oil and natural gas prices), proximity, capacity and availability of drilling rigs and related equipment, qualified personnel and support vessels, processing facilities, transportation vehicles and pipelines, equipment availability, access to markets and government regulations (including, without limitation, regulations relating to prices, taxes, royalties, allowable production, domestic supply requirements, importing and exporting of oil and natural gas, the ability to flare or vent natural gas, health and

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safety matters, environmental protection and climate change). The effect of these factors, individually or jointly, may result in us not receiving an adequate return on invested capital.
In the event that our currently undeveloped discoveries and prospects are developed and become operational, they may not produce oil and natural gas in commercial quantities or at the costs anticipated, and our projects may cease production, in part or entirely, in certain circumstances. Discoveries may become uneconomic as a result of an increase in operating costs to produce oil and natural gas. Our actual operating costs and rates of production may differ materially from our current estimates. Moreover, it is possible that other developments, such as increasingly strict environmental, climate change, health and safety laws and regulations and enforcement policies thereunder and claims for damages to property or persons resulting from our operations, could result in substantial costs and liabilities, delays, an inability to complete the development of our discoveries or the abandonment of such discoveries, which could cause a material adverse effect on our financial condition and results of operations.
We are subject to drilling and other operational and environmental risks and hazards.
The oil and natural gas business involves a variety of risks, including, but not limited to:
fires, blowouts, spills, cratering and explosions;
mechanical and equipment problems, including unforeseen engineering complications;
uncontrolled flows or leaks of oil, well fluids, natural gas, brine, toxic gas or other pollutants or hazardous materials;
gas flaring operations;
marine hazards with respect to offshore operations;
formations with abnormal pressures;
pollution, environmental risks, and geological problems; and
weather conditions and natural or man‑made disasters.
These risks are particularly acute in deepwater drilling and exploration. Any of these events could result in loss of human life, significant damage to property, environmental or natural resource damage, impairment, delay or cessation of our operations, lower production rates, adverse publicity, substantial losses and civil or criminal liability. We expect to maintain insurance against some, but not all, of these risks and losses. The occurrence of any of these events, whether or not covered by insurance, could have a material adverse effect on our financial position and results of operations.
Our operations may be materially adversely affected by tropical storms and hurricanes.

Tropical storms, hurricanes and the threat of tropical storms and hurricanes often result in the shutdown of operations, particularly in the U.S. Gulf of Mexico, as well as operations within the path and the projected path of the tropical storms or hurricanes. In addition, climate change could result in an increase in the frequency and severity of tropical storms, hurricanes or other extreme weather events. Weather events have caused significant disruption to the operations of offshore and coastal facilities in the U.S. Gulf of Mexico region. In the future, during a shutdown period, we may be unable to access wellsites and our services may be shut down. Additionally, tropical storms or hurricanes may cause evacuation of personnel and damage to our platforms and other equipment, which may result in suspension of our operations. The shutdowns, related evacuations and damage can create unpredictability in activity and utilization rates, as well as delays and cost overruns, which could have a material adverse effect on our business, financial condition and results of operations.

The development schedule of oil and natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and oilfield services, is subject to delays and cost overruns.
Historically, some oil and natural gas development projects have experienced delays and capital cost increases and overruns due to, among other factors, the unavailability or high cost of drilling rigs and other essential equipment, supplies, personnel and oilfield services, as well as mechanical and technical issues. The cost to develop our projects has not been fixed and remains dependent upon a number of factors, including the completion of detailed cost estimates and final engineering, contracting and procurement costs. Our construction and operation schedules may not proceed as planned and may experience delays or cost overruns. Any delays may increase the costs of the projects, requiring additional capital, and such capital may not be available in a timely and cost‑effective fashion.

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Our offshore and deepwater operations involve special risks that could adversely affect our results of operations.
Offshore operations are subject to a variety of operating risks specific to the marine environment, such as capsizing, sinking, collisions and damage or loss to pipeline, subsea or other facilities or from weather conditions. We could incur substantial expenses that could reduce or eliminate the funds available for exploration, development or license acquisitions, or result in loss of equipment and license interests.

Deepwater exploration generally involves greater operational and financial risks than exploration in shallower waters. Deepwater drilling generally requires more time and more advanced drilling technologies, involving a higher risk of equipment failure and usually higher drilling costs. In addition, there may be production risks of which we are currently unaware. If we participate in the development of new subsea infrastructure and use floating production systems to transport oil from producing wells, these operations may require substantial time for installation or encounter mechanical difficulties and equipment failures that could result in loss of production, significant liabilities, cost overruns or delays. For example, we have experienced mechanical issues in the Jubilee Field, including failures of its gas and water injection facilities on the FPSO, and are currently working to complete remediation of the turret bearing issue on the FPSO. The equipment downtime caused by these mechanical issues negatively impacted oil production during the year.

In addition, Kosmos and its Jubilee partners determined that the risers of the FPSO have experienced increased levels of stress compared to their original design basis, which may cause these risers to suffer operational fatigue earlier than originally anticipated. The Jubilee partnership has performed remediation work on the water injection risers and additional work may be required on the gas injection riser depending on the analysis of instrumentation data of the risers to make a final determination if operational fatigue has occurred. Such remediation efforts may negatively impact oil production, and/or result in additional expenses.

Furthermore, deepwater operations generally, and operations in Africa and South America, in particular, lack the physical and oilfield service infrastructure present in other regions. As a result, a significant amount of time may elapse between a deepwater discovery and the marketing of the associated oil and natural gas, increasing both the financial and operational risks involved with these operations. Because of the lack and high cost of this infrastructure, further discoveries we may make in Africa and South America may never be economically producible.

In addition, in the event of a well control incident, containment and, potentially, cleanup activities for offshore drilling are costly. The resulting regulatory costs or penalties, and the results of third party lawsuits, as well as associated legal and support expenses, including costs to address negative publicity, could well exceed the actual costs of containment and cleanup. As a result, a well control incident could result in substantial liabilities, and have a significant negative impact on our earnings, cash flows, liquidity, financial position, and stock price.

We have had disagreements with the Republic of Ghana and the Ghana National Petroleum Corporation regarding certain of our rights and responsibilities under the WCTP and DT Petroleum Agreements.
Multiple discovered fields and a significant portion of our proved reserves are located offshore Ghana. The WCTP petroleum contract, the DT petroleum contract and the Jubilee UUOA cover the two blocks and the Jubilee and TEN fields that form the basis of our current operations in Ghana. Pursuant to these petroleum contracts, most significant decisions, including our plans for development and annual work programs, must be approved by GNPC, the Ghanaian Revenue Authority (the “GRA”), the Petroleum Commission and/or Ghana’s Ministry of Energy. We have previously had disagreements with the Ministry of Energy and GNPC regarding certain of our rights and responsibilities under these petroleum contracts, the 1984 Ghanaian Petroleum Law and the Internal Revenue Act, 2000 (Act 592) (the “Ghanaian Tax Law”). These included disagreements over sharing information with prospective purchasers of our interests, pledging our interests to finance our development activities, potential liabilities arising from discharges of small quantities of drilling fluids into Ghanaian territorial waters, the failure to approve the proposed sale of our Ghanaian assets, assertions that could be read to give rise to taxes or other payments payable under the Ghanaian Tax Law, failure to approve PoDs relating to certain discoveries offshore Ghana and the relinquishment of certain exploration areas on our licensed blocks offshore Ghana. The resolution of certain of these disagreements required us to pay agreed settlement costs to GNPC and/or the government of Ghana.
There can be no assurance that future disagreements will not arise with any host government and/or national oil companies that may have a material adverse effect on our exploration or development activities, our ability to operate, our rights under our licenses and local laws or our rights to monetize our interests.
The geographic locations of our licenses in Africa and South America subject us to an increased risk of loss of revenue or curtailment of production from factors specifically affecting those areas.

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A large portion of our current exploration licenses are located in Africa and South America. Some or all of these licenses could be affected should any region experience any of the following factors (among others):
severe weather, natural or man‑made disasters or acts of God;
delays or decreases in production, the availability of equipment, facilities, personnel or services;
delays or decreases in the availability of capacity to transport, gather or process production;
military conflicts, civil unrest or political strife; and/or
international border disputes.
For example, oil and natural gas operations in our license areas in Africa and South America may be subject to higher political and security risks than those operations under the sovereignty of the United States. We plan to maintain insurance coverage for only a portion of the risks we face from doing business in these regions. There also may be certain risks covered by insurance where the policy does not reimburse us for all of the costs related to a loss.
Further, as many of our licenses are concentrated in the same geographic area, a number of our licenses could experience the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of licenses.
Our operations may be adversely affected by political and economic circumstances in the countries in which we operate.
Oil and natural gas exploration, development and production activities are subject to political and economic uncertainties (including but not limited to changes in energy policies or the personnel administering them), changes in laws and policies governing operations of foreign‑based companies, expropriation of property, cancellation or modification of contract rights, revocation of consents or approvals, obtaining various approvals from regulators, foreign exchange restrictions, currency fluctuations, royalty increases and other risks arising out of foreign governmental sovereignty, as well as risks of loss due to civil strife, acts of war, guerrilla activities, terrorism, acts of sabotage, territorial disputes and insurrection. In addition, we are subject both to uncertainties in the application of the tax laws in the countries in which we operate and to possible changes in such tax laws (or the application thereof), each of which could result in an increase in our tax liabilities. These risks may be higher in the developing countries in which we conduct a majority of our activities, as it is the case in Ghana, where the GRA previously disputed certain tax deductions we had claimed in prior fiscal years’ Ghanaian tax returns as non‑allowable under the terms of the Ghanaian Petroleum Income Tax Law, as well as non‑payment of certain transactional taxes and other payments.
Our operations in these areas increase our exposure to risks of war, local economic conditions, political disruption, civil disturbance, expropriation, piracy, tribal conflicts and governmental policies that may:
disrupt our operations;
require us to incur greater costs for security;
restrict the movement of funds or limit repatriation of profits;
lead to U.S. government or international sanctions; or
limit access to markets for periods of time.
Some countries in the geographic areas where we operate have experienced political instability in the past or are currently experiencing instability. Disruptions may occur in the future, and losses caused by these disruptions may occur that will not be covered by insurance. Consequently, our exploration, development and production activities may be substantially affected by factors which could have a material adverse effect on our results of operations and financial condition. Furthermore, in the event of a dispute arising from non‑U.S. operations, we may be subject to the exclusive jurisdiction of courts outside the United States or may not be successful in subjecting non‑U.S. persons to the jurisdiction of courts in the United States or international arbitration, which could adversely affect the outcome of such dispute.
Our operations may also be adversely affected by laws and policies of the jurisdictions, including the jurisdictions where our oil and gas operating activities are located as well as the United Kingdom and the Cayman Islands and other jurisdictions in which we do business, that affect foreign trade and taxation. Changes in any of these laws or policies or the implementation thereof could materially and adversely affect our financial position, results of operations and cash flows.

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More comprehensive and stringent regulation in the U.S. Gulf of Mexico has significantly increased costs and delays in offshore oil and natural gas exploration and production operations.

In the U.S. Gulf of Mexico, there have been a series of regulatory initiatives developed and implemented at the federal level to address the direct impact of the incident and to prevent similar incidents in the future. Beginning in 2010 and continuing through the present, the Department of Interior (“DOI”) through the Bureau of Ocean Energy Management (“BOEM”) and the Bureau of Safety and Environmental Enforcement (“BSEE”), has issued a variety of regulations and Notices to Lessees and Operators (“NTLs”), intended to impose additional safety, permitting and certification requirements applicable to exploration, development and production activities in the U.S. Gulf of Mexico. These regulatory initiatives effectively slowed down the pace of drilling and production operations in the U.S. Gulf of Mexico as adjustments were being made in operating procedures, certification requirements and lead times for inspections, drilling applications and permits, and exploration and production plan reviews, and as the federal agencies evolved into their present day bureaus. On April 17, 2015, BSEE published a proposed rule that would impose more stringent standards on blowout preventers (“BOP”). In April 2016, BSEE issued a final version of this rule effective July 2016, though some requirements of the rule have delayed compliance deadlines. The final rule addresses the full range of systems and equipment associated with well control operations, focusing on requirements for BOPs, well design, well control casing, cementing, real-time monitoring and subsea containment. Key features of the well control regulations include requirements for BOPs, double shear rams, third-party reviews of equipment, real time monitoring data, safe drilling margins, centralizers, inspections and other reforms related to well design and control, casing, cementing and subsea containment. On March 28, 2017, President Trump signed an executive order (the “March 2017 Executive Order”) directing federal agencies to initiate rulemakings to suspend, revise or rescind certain regulations relating to the energy industry as necessary to ensure consistency with the goals of energy independence, economic growth and cost-effective environmental regulation. In response to the March 2017 Executive Order and a subsequent executive order issued by President Trump in April 2017 focusing on offshore energy development, in May 2018, BSEE published a proposal to relax certain requirements of the July 2016 rule. The proposed rule’s comment period expired on August 6, 2018, but a final rule has not yet been published; this rule is likely to be subject to legal challenges.

In addition to the array of new or revised safety, permitting and certification requirements developed and implemented by the DOI in the past few years, there have been a variety of proposals to change existing laws and regulations that could affect offshore development and production, such as, for example, a proposal to significantly increase the minimum financial responsibility demonstration required under the Oil Pollution Act of 1990. To the extent the existing regulatory initiatives implemented and pursued over the past few years or any future restrictions, whether through legislative or regulatory means or increased or broadened permitting and enforcement programs, foster uncertainties or delays in our offshore oil and natural gas development or exploration activities, then such conditions may have a material adverse effect on our business, financial condition and results of operations.

The oil and gas industry, including the acquisition of exploratory licenses, is intensely competitive and many of our competitors possess and employ substantially greater resources than us.
The international oil and gas industry is highly competitive in all aspects, including the exploration for, and the development of, new license areas. We operate in a highly competitive environment for acquiring exploratory licenses and hiring and retaining trained personnel. Many of our competitors possess and employ financial, technical and personnel resources substantially greater than us, which can be particularly important in the areas in which we operate. These companies may be better able to withstand the financial pressures of unsuccessful drilling efforts, sustained periods of volatility in financial markets and generally adverse global and industry‑wide economic conditions, and may be better able to absorb the burdens resulting from changes in relevant laws and regulations, which could adversely affect our competitive position. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable licenses and to consummate transactions in a highly competitive environment. Also, there is substantial competition for available capital for investment in the oil and gas industry. As a result of these and other factors, we may not be able to compete successfully in an intensely competitive industry, which could cause a material adverse effect on our results of operations and financial condition.

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Participants in the oil and gas industry are subject to numerous laws, regulations, and other legislative instruments that can affect the cost, manner or feasibility of doing business.
Exploration and production activities in the oil and gas industry are subject to local laws and regulations. We may be required to make large expenditures to comply with governmental laws and regulations, particularly in respect of the following matters:
licenses for drilling operations;
tax increases, including retroactive claims;
unitization of oil accumulations;
local content requirements (including the mandatory use of local partners and vendors); and
safety, health and environmental requirements, liabilities and obligations, including those related to remediation, investigation or permitting.
Under these and other laws and regulations, we could be liable for personal injuries, property damage and other types of damages. Failure to comply with these laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change, or their interpretations could change, in ways that could substantially increase our costs. These risks may be higher in the developing countries in which we conduct a majority of our operations, where there could be a lack of clarity or lack of consistency in the application of these laws and regulations. Any resulting liabilities, penalties, suspensions or terminations could have a material adverse effect on our financial condition and results of operations.
For example, Ghana’s Parliament has enacted the Petroleum Revenue Management Act, the Petroleum Commission Act of 2011, and the 2016 Ghanaian Petroleum Law. There can be no assurance that these laws will not seek to retroactively, either on their face or as interpreted, modify the terms of the agreements governing our license interests in Ghana, including the WCTP and DT petroleum contracts and the Jubilee UUOA, require governmental approval for transactions that effect a direct or indirect change of control of our license interests or otherwise affect our current and future operations in Ghana. Any such changes may have a material adverse effect on our business. We also cannot assure you that government approval will not be needed for direct or indirect transfers of our petroleum agreements or interests thereunder based on existing legislation.
We are subject to numerous health, safety and environmental laws and regulations which may result in material liabilities and costs.
We are subject to various international, foreign, federal, state and local health, safety and environmental laws and regulations governing, among other things, the emission and discharge of pollutants into the ground, air or water, the generation, storage, handling, use, transportation and disposal of regulated materials and the health and safety of our employees, contractors and communities in which our assets are located. We are required to obtain environmental permits from governmental authorities for our operations, including drilling permits for our wells. We have not been or may not be at all times in complete compliance with these permits and laws and regulations to which we are subject, and there is a risk such requirements could change in the future or become more stringent. If we violate or fail to comply with such requirements, we could be fined or otherwise sanctioned by regulators, including through the revocation of our permits or the suspension or termination of our operations. If we fail to obtain, maintain or renew permits in a timely manner or at all (due to opposition from partners, community or environmental interest groups, governmental delays or other reasons), or if we face additional requirements imposed as a result of changes in or enactment of laws or regulations, such failure to obtain, maintain or renew permits or such changes in or enactment of laws or regulations could impede or affect our operations, which could have a material adverse effect on our results of operations and financial condition.
We, as an interest owner or as the designated operator of certain of our past, current and future interests, discoveries and prospects, could be held liable for some or all health, safety and environmental costs and liabilities arising out of our actions and omissions as well as those of our block partners, third‑party contractors, predecessors or other operators. To the extent we do not address these costs and liabilities or if we do not otherwise satisfy our obligations, our operations could be suspended or terminated. We have contracted with and intend to continue to hire third parties to perform services related to our operations. There is a risk that we may contract with third parties with unsatisfactory health, safety and environmental records or that our contractors may be unwilling or unable to cover any losses associated with their acts and omissions. Accordingly, we could be held liable for all costs and liabilities arising out of their acts or omissions, which could have a material adverse effect on our results of operations and financial condition.

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We are not fully insured against all risks and our insurance may not cover any or all health, safety or environmental claims that might arise from our operations or at any of our license areas. If a significant accident or other event occurs and is not covered by insurance, such accident or event could have a material adverse effect on our results of operations and financial condition.
Releases of regulated substances may occur and can be significant. Under certain environmental laws, we could be held responsible for all of the costs relating to any contamination at our current or former facilities and at any third party waste disposal sites used by us or on our behalf. In addition, offshore oil and natural gas exploration and production involves various hazards, including human exposure to regulated substances, which include naturally occurring radioactive, and other materials. As such, we could be held liable for any and all consequences arising out of human exposure to such substances or for other damage resulting from the release of any regulated or otherwise hazardous substances to the environment, property or to natural resources, or affecting endangered species.
In addition, we expect continued and increasing attention to climate change issues and emissions of GHGs, including methane (a primary component of natural gas) and carbon dioxide (a byproduct of oil and natural gas combustion). For example, in April 2016, 195 nations, including Ghana, Mauritania, Sao Tome and Principe, Senegal, Suriname and the U.S., signed and officially entered into an international climate change accord (the “Paris Agreement”). The Paris Agreement calls for signatory countries to set their own GHG emissions targets, make these emissions targets more stringent over time and be transparent about the GHG emissions reporting and the measures each country will use to achieve its GHG targets. A long-term goal of the Paris Agreement is to limit global temperature increase to well below two degrees Celsius from temperatures in the pre-industrial era. The Paris Agreement is in effect a successor to the Kyoto Protocol, an international treaty aimed at reducing emissions of GHGs, to which various countries and regions, including Ghana, Mauritania, Sao Tome and Principe, Senegal and Suriname, are parties. The Kyoto Protocol has been extended by amendment until 2020. It cannot be determined at this time what effect the Paris Agreement, and any related GHG emissions targets, regulations or other requirements, will have on our business, results of operations and financial condition. It also cannot be determined what impact the U.S.'s announced withdrawal from the Paris Agreement will have on international climate change regulation. This regulatory uncertainty, however, could result in a disruption to our business or operations. The physical impacts of climate change in the areas in which our assets are located or in which we otherwise operate, including through increased severity and frequency of storms, floods and other weather events, could adversely impact our operations or disrupt transportation or other process‑related services provided by our third‑party contractors.
Health, safety and environmental laws are complex, change frequently and have tended to become increasingly stringent over time. Our costs of complying with current and future climate change, health, safety and environmental laws, the actions or omissions of our block partners and third party contractors and our liabilities arising from releases of, or exposure to, regulated substances may adversely affect our results of operations and financial condition. See “Item 1. Business—Environmental Matters” for more information.
We face various risks associated with increased activism against oil and gas exploration and development activities.
Opposition toward oil and gas drilling and development activity has been growing globally. Companies in the oil and gas industry are often the target of activist efforts from both individuals and non‑governmental organizations regarding safety, human rights, climate change, environmental matters, sustainability, and business practices. Anti‑development activists are working to, among other things, delay or cancel certain operations such as offshore drilling and development.
Future activist efforts could result in the following:
delay or denial of drilling permits;
shortening of lease terms or reduction in lease size;
restrictions or delays on our ability to obtain additional seismic data;
restrictions on installation or operation of gathering or processing facilities;
restrictions on the use of certain operating practices;
legal challenges or lawsuits;
damaging publicity about us;
increased regulation;

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increased costs of doing business;
reduction in demand for our products; and
other adverse effects on our ability to develop our properties and/or undertake production operations.
Activism worldwide may increase if the Trump administration in the U.S. is perceived to be following, or actually follows, through on President Trump’s campaign commitments to promote increased fossil fuel exploration and production in the U.S. Our need to incur costs associated with responding to these initiatives or complying with any resulting new legal or regulatory requirements resulting from these activities that are substantial and not adequately provided for, could have a material adverse effect on our business, financial condition and results of operations.
We may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act and other anti‑corruption laws, and any determination that we violated the U.S. Foreign Corrupt Practices Act or other such laws could have a material adverse effect on our business.
We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”) and other laws that prohibit improper payments or offers of payments to foreign government officials and political parties for the purpose of obtaining or retaining business or otherwise securing an improper business advantage. In addition, the United Kingdom has enacted the Bribery Act of 2010, and we may be subject to that legislation under certain circumstances. We do business and may do additional business in the future in countries and regions in which we may face, directly or indirectly, corrupt demands by officials. We face the risk of unauthorized payments or offers of payments by one of our employees, contractors or consultants. Our existing safeguards and any future improvements may prove to be less than effective in preventing such unauthorized payments, and our employees and consultants may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest in (for example, by way of acquiring equity interests in, participating as a joint venture partner with, acquiring the assets of, or entering into certain commercial transactions with) or that we acquire.
Deterioration in the credit or equity markets could adversely affect us.
We have exposure to different counterparties. For example, we have entered or may enter into transactions with counterparties in the financial services industry, including commercial banks, investment banks, insurance companies, investment funds, and other institutions. These transactions expose us to credit risk in the event of default by our counterparty. Deterioration in the credit markets may impact the credit ratings of our current and potential counterparties and affect their ability to fulfill existing obligations to us and their willingness to enter into future transactions with us. We may have exposure to these financial institutions through any derivative transactions we have or may enter into. Moreover, to the extent that purchasers of our future production, if any, rely on access to the credit or equity markets to fund their operations, there is a risk that those purchasers could default in their contractual obligations to us if such purchasers were unable to access the credit or equity markets for an extended period of time.
We may incur substantial losses and become subject to liability claims as a result of future oil and natural gas operations, for which we may not have adequate insurance coverage.
We intend to maintain insurance against certain risks in the operation of the business we plan to develop and in amounts in which we believe to be reasonable. Such insurance, however, may contain exclusions and limitations on coverage or may not be available at a reasonable cost or at all. For example, we are not insured against political or terrorism risks. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition and results of operations. Further, even in instances where we maintain adequate insurance coverage, potential delays related to receipt of insurance proceeds as well as delays associated with the repair or rebuilding of damaged facilities could also materially and adversely affect our business, financial condition and results of operations.
We operate in a litigious environment.
Some of the jurisdictions within which we operate have proven to be litigious environments. Oil and gas companies, such as us, can be involved in various legal proceedings, such as title or contractual disputes, in the ordinary course of business.

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From time to time, we may become involved in various legal and regulatory proceedings arising in the normal course of business. We cannot predict the occurrence or outcome of these proceedings with certainty, and if we are unsuccessful in these disputes and any loss exceeds our available insurance, this could have a material adverse effect on our results of operations.
Because we maintain a diversified portfolio of assets overseas, the complexity and types of legal procedures with which we may become involved may vary, and we could incur significant legal and support expenses in different jurisdictions. If we are not able to successfully defend ourselves, there could be a delay or even halt in our exploration, development or production activities or other business plans, resulting in a reduction in reserves, loss of production and reduced cash flows. Legal proceedings could result in a substantial liability and/or negative publicity about us and adversely affect the price of our common stock. In addition, legal proceedings distract management and other personnel from their primary responsibilities.
We face various risks associated with global populism.
Globally, certain individuals and organizations are attempting to focus public attention on income distribution, wealth distribution, and corporate taxation levels, and implement income and wealth redistribution policies. These efforts, if they gain political traction, could result in increased taxation on individuals and/or corporations, as well as, potentially, increased regulation on companies and financial institutions. Our need to incur costs associated with responding to these developments or complying with any resulting new legal or regulatory requirements, as well as any potential increased tax expense, could increase our costs of doing business, reduce our financial flexibility and otherwise have a material adverse effect on our business, financial condition and results of our operations.
Slower global economic growth rates may materially adversely impact our operating results and financial position.
Market volatility and reduced consumer demand may increase economic uncertainty. Many developed countries are constrained by long term structural government budget deficits and international financial markets and credit rating agencies are pressing for budgetary reform and discipline. This need for fiscal discipline is balanced by calls for continuing government stimulus and social spending as a result of the impacts of the global economic crisis. As major countries implement government fiscal reform, such measures, if they are undertaken too rapidly, could further undermine economic recovery, reducing demand and slowing growth. Impacts of the crisis have spread to China and other emerging markets, which have fueled global economic development in recent years, slowing their growth rates, reducing demand, and resulting in further drag on the global economy.
Global economic growth drives demand for energy from all sources, including hydrocarbons. A lower future economic growth rate is likely to result in decreased demand growth for our crude oil and natural gas production. A decrease in demand, notwithstanding impacts from other factors, could potentially result in lower commodity prices, which would reduce our cash flows from operations, our profitability and our liquidity and financial position.
Increased costs of capital could adversely affect our business.
Our business and operating results can be harmed by factors such as the availability, terms and cost of capital, increases in interest rates or a reduction in credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase, limit our access to capital, limit our ability to pursue acquisition opportunities, reduce our cash flows available for drilling and place us at a competitive disadvantage. Recent and continuing disruptions and volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availability impacting our ability to finance our operations. We require continued access to capital. A significant reduction in the availability of credit could materially and adversely affect our ability to achieve our planned growth and operating results.
Our derivative activities could result in financial losses or could reduce our income.
To achieve more predictable cash flows and to reduce our exposure to adverse fluctuations in the prices of oil and natural gas, we have and may in the future enter into derivative arrangements for a portion of our oil and natural gas production, including, but not limited to, puts, collars and fixed‑price swaps. In addition, we may in the future, hold swaps designed to hedge our interest rate risk. We do not currently designate any of our derivative instruments as hedges for accounting purposes and record all derivative instruments on our balance sheet at fair value. Changes in the fair value of our derivative instruments are recognized in earnings. Accordingly, our earnings may fluctuate significantly as a result of changes in the fair value of our derivative instruments.
Derivative arrangements also expose us to the risk of financial loss in some circumstances, including when:
production is less than the volume covered by the derivative instruments;

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the counter‑party to the derivative instrument defaults on its contract obligations; or
there is an increase in the differential between the underlying price and actual prices received in the derivative instrument.
In addition, these types of derivative arrangements may limit the benefit we could receive from increases in the prices for oil and natural gas or beneficial interest rate fluctuations and may expose us to cash margin requirements.
Our commercial debt facility, revolving credit facility and indenture governing the Senior Notes contain certain covenants that may inhibit our ability to make certain investments, incur additional indebtedness and engage in certain other transactions, which could adversely affect our ability to meet our future goals.
Our commercial debt facility, revolving credit facility and indenture governing the Senior Notes include certain covenants that, among other things, restrict:
our investments, loans and advances and certain of our subsidiaries’ payment of dividends and other restricted payments;
our incurrence of additional indebtedness;
the granting of liens, other than liens created pursuant to the commercial debt facility, revolving credit facility or the indenture governing the Senior Notes and certain permitted liens;
mergers, consolidations and sales of all or a substantial part of our business or licenses;
the hedging, forward sale or swap of our production of crude oil or natural gas or other commodities;
the sale of assets (other than production sold in the ordinary course of business); and
in the case of the commercial debt facility and the revolving credit facility, our capital expenditures that we can fund with the proceeds of our commercial debt facility, and revolving credit facility.
Our commercial debt facility, revolving credit facility and letter of credit facility require us to maintain certain financial ratios, such as debt service coverage ratios and cash flow coverage ratios. All of these restrictive covenants may limit our ability to expand or pursue our business strategies. Our ability to comply with these and other provisions of our commercial debt facility, revolving credit facility and indenture governing the Senior Notes may be impacted by changes in economic or business conditions, our results of operations or events beyond our control. The breach of any of these covenants could result in a default under our commercial debt facility, revolving credit facility and indenture governing the Senior Notes, in which case, depending on the actions taken by the lenders thereunder or their successors or assignees, such lenders could elect to declare all amounts borrowed under our commercial debt facility, revolving credit facility and indenture governing the Senior Notes, together with accrued interest, to be due and payable and, in the case of the letter of credit facility, the breach of any of the applicable covenants could result in a default, in which case the cash collateral we are required to maintain under the letter of credit facility would increase from 75% to 100% of all outstanding letters of credit, and if such additional cash is not posted, the lenders thereunder could elect to declare all amounts outstanding thereunder, together with accrued interest, to be due and payable. If we were unable to repay such borrowings or interest, our lenders, successors or assignees could proceed against their collateral. If the indebtedness under our commercial debt facility, revolving credit facility, letter of credit facility and indenture governing the Senior Notes were to be accelerated, our assets may not be sufficient to repay in full such indebtedness. In addition, the limitations imposed by the commercial debt facility, the revolving credit facility, the letter of credit facility and the indenture governing the Senior Notes on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.
Provisions of our Senior Notes could discourage an acquisition of us by a third party.
Certain provisions of the indenture governing the Senior Notes could make it more difficult or more expensive for a third party to acquire us, or may even prevent a third party from acquiring us. For example, upon the occurrence of a “change of control triggering event” (as defined in the indenture governing the Senior Notes), holders of the notes will have the right, at their option, to require us to repurchase all of their notes or any portion of the principal amount of such notes. By discouraging an acquisition of us by a third party, these provisions could have the effect of depriving the holders of our common stock of an opportunity to sell their common stock at a premium over prevailing market prices.

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Our level of indebtedness may increase and thereby reduce our financial flexibility.
At December 31, 2018 , we had $1,325.0 million outstanding and $375.0 million of committed undrawn capacity, which includes the $200 million in additional commitments secured in the fourth quarter of 2018, under our commercial debt facility, subject to borrowing base availability. As of December 31, 2018 , we had $325 million outstanding under the Corporate Revolver and the undrawn availability was $75.0 million . As of December 31, 2018 , there were seven outstanding letters of credit totaling $14.4 million under the letter of credit facility agreement and $525.0 million principal amount of Senior Notes outstanding. We also currently have, and may in the future incur, significant off balance sheet obligations. In the future, we may incur significant indebtedness in order to make investments or acquisitions or to explore, appraise or develop our oil and natural gas assets.
Our level of indebtedness could affect our operations in several ways, including the following:
a significant portion or all of our cash flows, when generated, could be used to service our indebtedness;
a high level of indebtedness could increase our vulnerability to general adverse economic and industry conditions;
the covenants contained in the agreements governing our outstanding indebtedness will limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;
a high level of indebtedness may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore, may be able to take advantage of opportunities that our indebtedness could prevent us from pursuing;
our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;
additional hedging instruments may be required as a result of our indebtedness;
a high level of indebtedness may make it more likely that a reduction in our borrowing base following a periodic redetermination could require us to repay a portion of our then‑outstanding bank borrowings; and
a high level of indebtedness may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes.
A high level of indebtedness increases the risk that we may default on our debt obligations. Our ability to meet our debt obligations and to reduce our level of indebtedness depends on our future performance. General economic conditions, risks associated with exploring for and producing oil and natural gas, oil and natural gas prices and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. We may not be able to generate sufficient cash flows to pay the interest on our indebtedness and future working capital, borrowings or equity financing may not be available to pay or refinance such indebtedness. Factors that will affect our ability to raise cash through an offering of our equity securities or a refinancing of our indebtedness include financial market conditions, the value of our assets and our performance at the time we need capital.
We are a holding company and our ability to make payments on our outstanding indebtedness, including our Senior Notes and our commercial debt facility, is dependent upon the receipt of funds from our subsidiaries by way of dividends, fees, interest, loans or otherwise.
We are a holding company, and our subsidiaries own all of our assets and conduct all of our operations. Accordingly, our ability to make payments of interest and principal on the Senior Notes and commercial debt facility will be dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors, our subsidiaries will not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of the Senior Notes or the commercial debt facility. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. The indenture governing the Senior Notes limits the ability of our subsidiaries to incur consensual encumbrances or restrictions on their ability to pay dividends or make other intercompany payments to us, with significant qualifications and exceptions. In addition, the terms of the commercial debt facility limit the ability of the obligors thereunder, including our material operating subsidiaries that hold interests in our assets located offshore Ghana and Equatorial Guinea and their intermediate parent companies (other than Kosmos Energy Holdings) to provide cash to us through dividend, debt repayment or intercompany lending. In the event that we

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do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Senior Notes and commercial debt facility.
We may be subject to risks in connection with acquisitions and the integration of significant acquisitions may be difficult.
We periodically evaluate acquisitions of prospects and licenses, reserves and other strategic transactions that appear to fit within our overall business strategy. The successful acquisition of these assets or businesses requires an assessment of several factors, including:
recoverable reserves;
future oil and natural gas prices and their appropriate differentials;
development and operating costs; and
potential environmental and other liabilities.
The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject assets that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the assets to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. We may not be entitled to contractual indemnification for environmental liabilities and could acquire assets on an “as is” basis. Significant acquisitions and other strategic transactions may involve other risks, including:
diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions;
the challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with those of ours while carrying on our ongoing business;
difficulty associated with coordinating geographically separate organizations; and
the challenge of attracting and retaining personnel associated with acquired operations.
The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our business. If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer.
If we fail to realize the anticipated benefits of a significant acquisition, our results of operations may be adversely affected.
The success of a significant acquisition (e.g., our acquisition of DGE) will depend, in part, on our ability to realize anticipated growth opportunities from combining the acquired assets or operations with those of ours. Even if a combination is successful, it may not be possible to realize the full benefits we may expect in estimated proved reserves, production volume, cost savings from operating synergies or other benefits anticipated from an acquisition or realize these benefits within the expected time frame. Anticipated benefits of an acquisition may be offset by operating losses relating to changes in commodity prices, increased interest expense associated with debt incurred or assumed in connection with the transaction, adverse changes in oil and gas industry conditions, or by risks and uncertainties relating to the exploratory prospects of the combined assets or operations, or an increase in operating or other costs or other difficulties, including the assumption of health, safety, and environmental or other liabilities in connection with the acquisition. If we fail to realize the benefits we anticipate from an acquisition, our results of operations may be adversely affected.
The adoption of financial reform legislation by the United States Congress in 2010, and its implementing regulations, could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price and other risks associated with our business.
We use derivative instruments to manage our commodity price and interest rate risk. The United States Congress adopted comprehensive financial reform legislation in 2010 that establishes federal oversight and regulation of the over‑the‑counter

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derivatives market and entities, such as ours, that participate in that market. The Dodd‑Frank Act was signed into law by the President on July 21, 2010. The Commodity Futures Trading Commission (“CFTC”), which has jurisdiction over derivatives instruments that are “swaps,” has implemented many, but not all, of these provisions through regulations; the SEC, which regulates “security-based swaps” has proposed but not finalized most of its implementing regulations.
Of particular importance to us, the CFTC has the authority to, under certain findings, establish position limits for certain futures, options on futures and swap contracts. Certain bona fide hedging transactions or positions would be exempt from these position limits. The CFTC has proposed rules that would place limits on positions in certain core futures and equivalent swaps contracts for or linked to certain energy, metal, and agricultural physical commodities, subject to exceptions for certain bona fide hedging transactions. It is not possible at this time to predict when the CFTC will finalize these regulations; therefore, the impact of those provisions on us is uncertain at this time.
The CFTC has designated certain interest‑rate swaps and index credit default swaps for mandatory clearing and exchange trading. The CFTC has not yet proposed rules designating any other classes of swaps, including physical commodity swaps, for mandatory clearing. The application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that the Company uses for hedging.
Derivatives dealers that we transact with will need to comply with new margin and segregation requirements for uncleared swaps and security-based swaps. While it is expected that our uncleared derivatives transactions will not directly be subject to those margin requirements, due to the increased costs to dealers for transacting uncleared derivatives in general, our costs for these transactions may increase.
The Dodd‑Frank Act and its implementing regulations may also require the counterparties to our derivative instruments to register with the CFTC and become subject to substantial regulation or even spin off some of their derivatives activities to a separate entity, which may not be as creditworthy as the current counterparty. These requirements and others could significantly increase the cost of derivatives contracts (including through requirements to clear swaps and to post collateral, each of which could adversely affect our available liquidity), materially alter the terms of derivatives contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Our revenues could also be adversely affected if a consequence of the legislation and regulations is to lower commodity prices.
The European Union and other non‑U.S. jurisdictions are also implementing regulations with respect to the derivatives market. To the extent we transact with counterparties in foreign jurisdictions, we or our transactions may become subject to such regulations. At this time, the impact of such regulations is not clear.
Any of these consequences could have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
A cyber incident could result in information theft, data corruption, operational disruption, and/or financial loss.
The oil and gas industry has become increasingly dependent on digital technologies to conduct day‑to‑day operations including certain exploration, development and production activities. For example, software programs are used to interpret seismic data, manage drilling rigs, conduct reservoir modeling and reserves estimation, and to process and record financial and operating data.
We depend on digital technology, including information systems and related infrastructure as well as cloud application and services, to process and record financial and operating data, communicate with our employees and business partners, analyze seismic and drilling information, estimate quantities of oil and gas reserves and for many other activities related to our business. Our business partners, including vendors, service providers, co‑venturers, purchasers of our production, and financial institutions, are also dependent on digital technology. The complexity of the technologies needed to explore for and develop oil and gas in increasingly difficult physical environments, such as deepwater, and global competition for oil and gas resources make certain information more attractive to thieves.
As dependence on digital technologies has increased, cyber incidents, including deliberate attacks or unintentional events, have also increased. A cyber‑attack could include gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption, or result in denial‑of‑service on websites. For example, in 2012, a wave of network attacks impacted Saudi Arabia’s oil industry and breached financial institutions in the U.S.

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A number of U.S. companies have also been subject to cyber-attacks in recent years resulting in unauthorized access to sensitive information. Certain countries are believed to possess cyber warfare capabilities and are credited with attacks on American companies and government agencies.
Our technologies, systems, networks, and those of our business partners may become the target of cyber‑attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of our business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended period. A cyber incident involving our information systems and related infrastructure, or that of our business partners, could disrupt our business plans and negatively impact our operations. Although to date we have not experienced any significant cyber‑attacks, there can be no assurance that we will not be the target of cyber‑attacks in the future or suffer such losses related to any cyber‑incident. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
Outbreaks of disease in the geographies in which we operate may adversely affect our business operations and financial condition.
Many of our operations are currently, and will likely remain in the near future, in developing countries which are susceptible to outbreaks of disease and may lack the resources to effectively contain such an outbreak quickly. Such outbreaks may impact our ability to explore for oil and gas, develop or produce our license areas by limiting access to qualified personnel, increasing costs associated with ensuring the safety and health of our personnel, restricting transportation of personnel, equipment, supplies and oil and gas production to and from our areas of operation and diverting the time, attention and resources of government agencies which are necessary to conduct our operations. In addition, any losses we experience as a result of such outbreaks of disease which impact sales or delay production may not be covered by our insurance policies.
An epidemic of the Ebola virus disease occurred in parts of West Africa in 2014 and continued through 2015. A substantial number of deaths were reported by the World Health Organization (“WHO”) in West Africa, and the WHO declared it a global health emergency. It is impossible to predict the effect and potential spread of new outbreaks of the Ebola virus in West Africa and surrounding areas. Should another Ebola virus outbreak occur, including to the countries in which we operate, or not be satisfactorily contained, our exploration, development and production plans for our operations could be delayed, or interrupted after commencement. Any changes to these operations could significantly increase costs of operations. Our operations require contractors and personnel to travel to and from Africa as well as the unhindered transportation of equipment and oil and gas production (in the case of our producing fields). Such operations also rely on infrastructure, contractors and personnel in Africa. If travel bans are implemented or extended to the countries in which we operate, or contractors or personnel refuse to travel there, we could be adversely affected. If services are obtained, costs associated with those services could be significantly higher than planned which could have a material adverse effect on our business, results of operations, and future cash flow. In addition, should an Ebola virus outbreak spread to the countries in which we operate, access to the FPSOs could be restricted and/or terminated. The FPSOs are potentially able to operate for a short period of time without access to the mainland, but if restrictions extended for a longer period we and the operator of the impacted fields would likely be required to cease production and other operations until such restrictions were lifted.

Risks Relating to Our Common Stock
Our share price may be volatile, and purchasers of our common stock could incur substantial losses.
Our share price may be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for our common stock may be influenced by many factors, including, but not limited to:
the price of oil and natural gas;
the success of our exploration and development operations, and the marketing of any oil and natural gas we produce;
operational incidents;
regulatory developments in the United States and foreign countries where we operate;
the recruitment or departure of key personnel;

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quarterly or annual variations in our financial results or those of companies that are perceived to be similar to us;
market conditions in the industries in which we compete and issuance of new or changed securities;
analysts’ reports or recommendations;
the failure of securities analysts to cover our common stock or changes in financial estimates by analysts;
the inability to meet the financial estimates of analysts who follow our common stock;
the issuance or sale of any additional securities of ours;
investor perception of our company and of the industry in which we compete; and
general economic, political and market conditions.
A substantial portion of our total issued and outstanding common stock may be sold into the market at any time. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
All of the shares sold in our initial public offering are freely tradable without restrictions or further registration under the federal securities laws, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Substantially all of the remaining shares of common stock are restricted securities as defined in Rule 144 under the Securities Act (unless they have been sold pursuant to Rule 144 to date). Restricted securities may be sold in the U.S. public market only if registered or if they qualify for an exemption from registration, including by reason of Rule 144 or Rule 701 under the Securities Act. All of our restricted shares are eligible for sale in the public market, subject in certain circumstances to the volume, manner of sale limitations with respect to shares held by our affiliates and other limitations under Rule 144. Additionally, we have registered all our shares of common stock that we may issue under our employee benefit plans. These shares can be freely sold in the public market upon issuance, unless pursuant to their terms these share awards have transfer restrictions attached to them. Sales of a substantial number of shares of our common stock, or the perception in the market that the holders of a large number of shares intend to sell common stock, could reduce the market price of our common stock.
Holders of our common stock will be diluted if additional shares are issued.
We may issue additional shares of common stock, preferred shares, warrants, rights, units and debt securities for general corporate purposes, including, but not limited to, repayment or refinancing of borrowings, working capital, capital expenditures, investments and acquisitions. We continue to actively seek to expand our business through complementary or strategic acquisitions, and we may issue additional shares of common stock in connection with those acquisitions. We also issue restricted shares to our executive officers, employees and independent directors as part of their compensation. If we issue additional shares of common stock in the future, it may have a dilutive effect on our current outstanding shareholders.
Item 1B.  Unresolved Staff Comments
Not applicable.

Item 2.  Properties
See “Item 1. Business.” We also have various operating leases for rental of office space, office and field equipment, and vehicles. See “Item 8. Financial Statements and Supplementary Data—Note 15—Commitments and Contingencies” for the future minimum rental payments. Such information is incorporated herein by reference.
Item 3.  Legal Proceedings
From time to time, we may be involved in various legal and regulatory proceedings arising in the normal course of business. While we cannot predict the occurrence or outcome of these proceedings with certainty, we do not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to our consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on our results of operations for a specific interim period or year.
In June 2016, Kosmos Energy Ghana HC filed a Request for Arbitration with the International Chamber of Commerce ("ICC") against Tullow Ghana Limited in connection with a dispute arising under the DT Joint Operating Agreement. At dispute

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was Kosmos Energy Ghana HC’s responsibility for expenditures arising from Tullow Ghana Limited’s contract with Seadrill for use of the West Leo drilling rig once partner-approved 2016 work program objectives were concluded. Tullow sought to charge such expenditures to the Deepwater Tano ("DT") joint account. Kosmos disputed that these expenditures were chargeable to the DT joint account on the basis that the Seadrill West Leo drilling rig contract was not approved by the DT operating committee pursuant to the DT Joint Operating Agreement and that the Seadrill West Leo drilling rig contract had not been entered into in connection with joint operations.
In July 2018, the ICC issued its Final Award in the arbitration in favor of Kosmos. As a result, we recovered from Tullow Ghana Limited disputed charges in the amount of $12.9 million in the form of cash payments and offsets against other unrelated joint venture costs, which include amounts previously paid under protest as well as certain costs and fees incurred pursuing the arbitration. Additionally, we were not required to fund a portion, estimated by Tullow to be approximately $50.8 million, of Tullow's liability to Seadrill.

Item 4.  Mine Safety Disclosures
Not applicable.

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PART II
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Common Stock Trading Summary
Our common stock is traded on the NYSE and LSE under the symbol KOS.
As of February 20 , 2019 , based on information from the Company’s transfer agent, Computershare Trust Company, N.A., the number of holders of record of Kosmos’ common stock was 64. On February 20 , 2019 , the last reported sale price of Kosmos’ common stock, as reported on the NYSE, was $5.82 per share.
We anticipate we may begin to pay dividends on our common stock beginning in fiscal year 2019 following our redomestication to Delaware. Certain of our subsidiaries are currently restricted in their ability to pay dividends to us pursuant to the terms of the Senior Notes, the Facility and the Corporate Revolver unless we meet certain conditions, financial and otherwise. Any decision to pay dividends in the future is at the discretion of our board of directors and depends on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant.
Issuer Purchases of Equity Securities
Under the terms of our Long Term Incentive Plan (“LTIP”), we have issued restricted shares to our employees. On the date that these restricted shares vest, we provide such employees the option to sell shares to cover their tax liability, via a net exercise provision pursuant to our applicable restricted share award agreements and the LTIP, at either the number of vested shares (based on the closing price of our common stock on such vesting date) equal to the minimum statutory tax liability owed by such grantee or up to the maximum statutory tax liability for such grantee. The Company may repurchase the restricted shares sold by the grantees to settle their tax liability. The repurchased shares are reallocated to the number of shares available for issuance under the LTIP. In addition, in November 2018, Kosmos repurchased 35 million shares of our common stock from funds affiliated with Warburg Pincus LLC in a privately negotiated transaction at a price per share of $5.38 . The following table outlines the total number of shares purchased during fiscal year 2018 and the average price paid per share.
 
Total Number
 
Average
 
of Shares
 
Price Paid
 
Purchased
 
per Share
 
(In thousands)
 
 
January 1, 2018—January 31, 2018
74

 
$
6.85

February 1, 2018—February 28, 2018

 

March 1, 2018—March 31, 2018

 

April 1, 2018—April 30, 2018

 

May 1, 2018—May 31, 2018

 

June 1, 2018—June 30, 2018

 

July 1, 2018—July 31, 2018

 

August 1, 2018—August 31, 2018

 

September 1, 2018—September 30, 2018

 

October 1, 2018—October 31, 2018

 

November 1, 2018—November 30, 2018
35,000

 
5.38

December 1, 2018—December 31, 2018

 

Total
35,074

 
5.38


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Share Performance Graph
The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filings.
The following graph illustrates changes over the five-year period ended December 31, 2018 , in cumulative total stockholder return on our common stock as measured against the cumulative total return of the S&P 500 Index and the Dow Jones U.S. Exploration & Production Index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends).
CHART-50DA802028EE598D8C7.JPG
 
December 31,

2013
2014
2015
2016
2017
2018
Kosmos Energy Ltd. (KOS)
$
100.00

$
75.05

$
46.51

$
62.70

$
61.27

$
36.40

S&P 500 (SPX)
100.00

113.68

115.24

129.02

157.17

150.27

Dow Jones U.S. Exploration & Production Index (DWCEXP)
100.00

87.53

66.34

83.40

83.63

67.49


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Item 6.  Selected Financial Data
The following selected consolidated financial information set forth below as of and for the five years ended, December 31, 2018 , should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.”
Consolidated Statements of Operations Information:
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
2015
 
2014
 
(In thousands, except per share data)
Revenues and other income:
 

 
 

 
 

 
 

 
 

Oil and gas revenue
$
886,666

 
$
578,139

 
$
310,377

 
$
446,696

 
$
855,877

Gain on sale of assets
7,666

 

 

 
24,651

 
23,769

Other income, net
8,037

 
58,697

 
74,978

 
209

 
3,092

Total revenues and other income
902,369

 
636,836

 
385,355

 
471,556

 
882,738

Costs and expenses:
 

 
 

 
 

 
 

 
 

Oil and gas production
224,727

 
126,850

 
119,367

 
105,336

 
100,122

Facilities insurance modifications, net
6,955

 
(820
)
 
14,961

 

 

Exploration expenses
301,492

 
216,050

 
202,280

 
156,203

 
93,519

General and administrative
99,856

 
68,302

 
87,623

 
136,809

 
135,231

Depletion and depreciation
329,835

 
255,203

 
140,404

 
155,966

 
198,080

Interest and other financing costs, net
101,176

 
77,595

 
44,147

 
37,209

 
45,548

Derivatives, net
(31,430
)
 
59,968

 
48,021

 
(210,649
)
 
(281,853
)
Restructuring charges

 

 

 

 
11,742

(Gain)loss on equity method investment
(72,881
)
 
6,252

 

 

 

Other expenses, net
(6,501
)
 
5,291

 
23,116

 
5,246

 
2,081

Total costs and expenses
953,229

 
814,691

 
679,919

 
386,120

 
304,470

Income (loss) before income taxes
(50,860
)
 
(177,855
)
 
(294,564
)
 
85,436

 
578,268

Income tax expense (benefit)
43,131

 
44,937

 
(10,784
)
 
155,272

 
298,898

Net income (loss)
$
(93,991
)
 
$
(222,792
)
 
$
(283,780
)
 
$
(69,836
)
 
$
279,370


 
 
 
 
 
 
 
 
 
Net income (loss) per share:
 

 
 

 
 

 
 

 
 

Basic
$
(0.23
)
 
$
(0.57
)
 
$
(0.74
)
 
$
(0.18
)
 
$
0.73

Diluted
$
(0.23
)
 
$
(0.57
)
 
$
(0.74
)
 
$
(0.18
)
 
$
0.72


 
 
 
 
 
 
 
 
 
Weighted average number of shares used to compute net income (loss) per share:
 

 
 

 
 

 
 

 
 

Basic
404,585

 
388,375

 
385,402

 
382,610

 
379,195

Diluted
404,585

 
388,375

 
385,402

 
382,610

 
386,119



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Consolidated Balance Sheets Information:
 
December 31,
 
2018
 
2017
 
2016
 
2015(1)(2)
 
2014(1)
 
(In thousands)
Cash and cash equivalents
$
173,515

 
$
233,412

 
$
194,057

 
$
275,004

 
$
554,831

Total current assets
509,700

 
533,602

 
475,187

 
734,148

 
1,010,476

Total property and equipment, net
3,459,701

 
2,317,828

 
2,708,892

 
2,322,839

 
1,784,846

Total other assets
118,788

 
341,173

 
157,386

 
146,063

 
131,537

Total assets
4,088,189

 
3,192,603

 
3,341,465

 
3,203,050

 
2,926,859

Total current liabilities
384,308

 
428,730

 
370,025

 
456,741

 
448,771

Total long-term liabilities
2,762,403

 
1,866,761

 
1,890,241

 
1,420,796

 
1,139,129

Total shareholders’ equity
941,478

 
897,112

 
1,081,199

 
1,325,513

 
1,338,959

Total liabilities and shareholders’ equity
4,088,189

 
3,192,603

 
3,341,465

 
3,203,050

 
2,926,859

______________________________________
(1)
Effective December 31, 2015, the Company adopted new guidance on the presentation of debt issuance costs. This guidance was adopted retrospectively and all prior periods have been adjusted to reflect this change in accounting principle. 
(2)
Effective December 31, 2015, the Company adopted new guidance on the presentation of deferred taxes. The Company elected to adopt the accounting change using the prospective method. See Note 2 of Notes to the Consolidated Financial Statements. 
Consolidated Statements of Cash Flows Information:
 
December 31,
 
2018
 
2017
 
2016(1)
 
2015(1)
 
2014(1)
 
(In thousands)
Net cash provided by (used in):
 

 
 

 
 

 
 

 
 

Operating activities
$
260,491

 
$
236,617

 
$
52,077

 
$
440,779

 
$
443,586

Investing activities
(985,138
)
 
(152,565
)
 
(537,763
)
 
(796,433
)
 
(368,603
)
Financing activities
605,277

 
(52,261
)
 
448,019

 
79,634

 
(139,184
)
______________________________________
(1)
Effective December 31, 2016, the Company adopted new guidance on the presentation of restricted cash. This guidance was adopted retrospectively and all prior periods have been adjusted to reflect this change in accounting principle. 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis contains forward‑looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward‑looking statements as a result of various factors, including, without limitation, those set forth in “Cautionary Statement Regarding Forward‑Looking Statements” and “Item 1A. Risk Factors.” The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this annual report on Form 10‑K.

Overview
Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. Our key assets include production offshore Ghana, Equatorial Guinea and U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. We also maintain a sustainable exploration program balanced between proven basin infrastructure-led exploration (Equatorial Guinea and U.S. Gulf of Mexico), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire, Namibia and Sao Tome and Principe).


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Recent Developments
Shell Alliance

In October 2018, Kosmos entered into a strategic exploration alliance with Shell Exploration Company B.V. (“Shell”) to jointly explore in Southern West Africa. Initially the alliance will focus on Namibia where Kosmos has completed a farm-in to Shell's acreage in PEL 39, and Sao Tome & Principe where we have entered into exclusive negotiations for Shell to take an interest in Kosmos’ acreage in Blocks 5, 6, 11, and 12. As part of the alliance, the two companies will also jointly evaluate opportunities in adjacent geographies. This alliance is consistent with Kosmos’ strategy of partnering with supermajors to leverage complementary skill sets. Shell has deep expertise in carbonate plays, while Kosmos brings significant knowledge of the Cretaceous in West Africa. Furthermore, by working with Shell, Kosmos has a partner with the expertise to move exploration successes efficiently through the development stage.

Corporate

In February 2018, the Company amended and restated our commercial debt facility (the "Facility") with a total commitment of $1.7 billion after the election to exercise $0.2 billion of additional commitments in December 2018, with additional commitments up to $0.3 billion being available if the existing financial institutions increase their commitments or if commitments from new financial institutions are added. As a result of the financing, we recorded a $4.1 million loss on the extinguishment of debt in the first quarter of 2018.

In August 2018, we amended and restated the Corporate Revolver from a number of financial institutions, maintaining the borrowing capacity at $400.0 million, extending the maturity date from November 2018 to May 2022 and lowering the margin 100 basis points to 5%. This also results in lower commitment fees on the undrawn portion of the total commitments, which is 30% per annum of the respective margin. The Corporate Revolver is available for general corporate purposes and for oil and gas exploration, appraisal and development programs.
    
See “—Liquidity and Capital Resources” for additional information regarding the Facility and the Corporate Revolver.

Our revolving letter of credit facility agreement ("LC Facility") has flexibility that allows us to increase or decrease the available amount as needed if the existing lender increases its commitment or if commitments from new financial institutions are added. In February 2018, the LC Facility was increased to $73.0 million to facilitate the issuance of additional letters of credit. In July 2018 and December 2018, the LC Facility size was voluntarily reduced to $40.0 million and $20.0 million, respectively, based on the expiration of several large outstanding letters of credit.
In November 2018, Kosmos repurchased 35 million shares of our common stock from funds affiliated with Warburg Pincus LLC in a privately negotiated transaction at a price per share of $5.38 per share . The total aggregate purchase price for the share repurchase was approximately  $188.0 million .

In December 2018, Kosmos changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the "Redomestication"). Kosmos Energy Ltd. discontinued as a Bermuda exempted company pursuant to Section 132G of the Companies Act 1981 of Bermuda and, pursuant to Section 265 of the DGCL, continued its existence under the DGCL as a corporation organized in the State of Delaware. The Company did not change its name in connection with the Redomestication and the Company’s common stock will continue to trade on the NYSE and the LSE under the symbol “KOS”. See “Item 1. Business-Corporate Information” for additional detail.

Following our Redomestication, Kosmos Energy Ltd., will file a consolidated U.S income tax return with its wholly-owned U.S. subsidiaries, subject to a 21% U.S. statutory tax rate. Prior to the Redomestication Kosmos Energy Ltd.'s pre-tax losses were subject to a 0% Bermuda statutory tax rate.

Ghana
Jubilee
 
During the year ended December 31, 2018 , Jubilee production averaged approximately 78,000 bopd as two new producer wells were brought online during 2018. Production from these wells, together with enhancements to gas handling capacity, is expected to increase production towards the FPSO nameplate capacity of 120,000 bopd. The Jubilee turret remediation work is progressing as planned. Kosmos and its partners completed the lifting and locking of the main turret bearing, and the rotation of the vessel to its final heading in the second half of 2018. Permanent spread mooring of the vessel is expected to be completed around mid-year 2019.

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The financial impact of lower Jubilee production due to the turret bearing issue, as well as the additional expenditures associated with the damage to the turret bearing, is mitigated through a combination of the comprehensive Hull and Machinery insurance (“H&M”), procured by the operator, Tullow, on behalf of the Jubilee Unit partners, and the corporate Loss of Production Income (“LOPI”) insurance procured by Kosmos.
Tweneboa, Enyenra and Ntomme ("TEN")

During the year ended December 31, 2018 , TEN production averaged approximately 64,500 bopd as one new producer well at Ntomme came online. Kosmos expects a second new production well, due to be brought online in in the first quarter of 2019, to increase production towards the FPSO nameplate capacity. The TEN FPSO has previously been tested at rates above the 80,000 bopd nameplate capacity, and Kosmos expects to further test this capacity in 2019 as additional wells come online.

Other

A second rig, which arrived in Ghana in September 2018, is being used for drilling operations, with the first rig set up for a continuous completion program. Taking advantage of low rig rates in the current environment is expected to accelerate the addition of new wells in Ghana, increasing Jubilee and TEN production towards their FPSO capacities.

In June 2016, Kosmos Energy Ghana HC filed a Request for Arbitration with the International Chamber of Commerce against Tullow Ghana Limited in connection with a dispute arising under the DT Joint Operating Agreement. At dispute was Kosmos Energy Ghana HC’s responsibility for expenditures arising from Tullow Ghana Limited’s contract with Seadrill for use of the West Leo drilling rig once partner-approved 2016 work program objectives were concluded. Tullow sought to charge such expenditures to the DT joint account. Kosmos disputed that these expenditures were chargeable to the DT joint account on the basis that the Seadrill West Leo drilling rig contract was not approved by the DT operating committee pursuant to the DT Joint Operating Agreement and that the Seadrill West Leo drilling rig contract had not been entered into in connection with joint operations.
    
In July 2018, the International Chamber of Commerce ("ICC") issued its Final Award in the arbitration in favor of Kosmos. As a result, we recovered from Tullow Ghana Limited the disputed charges in the amount of $12.9 million in the form of cash payments and offsets against other unrelated joint venture costs, which include amounts previously paid under protest as well as certain costs and fees incurred pursuing the arbitration. Additionally, we were not required to fund a portion, estimated by Tullow to be approximately $50.8 million, of Tullow's liability to Seadrill.

U.S. Gulf of Mexico

In September 2018, we completed the acquisition of Deep Gulf Energy (together with its subsidiaries "DGE"), a deepwater company operating in the U.S. Gulf of Mexico, from First Reserve Corporation and other shareholders for a total consideration of $1.275 billion , comprised of $952.6 million in cash, $307.9 million in Kosmos common stock and $14.9 million of transaction related costs. We funded the cash portion of the purchase price using cash on hand and drawings under our existing credit facilities.
    
As part of the DGE transaction, Kosmos acquired a portfolio of producing assets, infrastructure-led exploration growth assets, and a high-quality inventory of exploration prospects. During the third quarter, the Nearly Headless Nick prospect (22.0% working interest) was successfully drilled to a total depth of 19,052 feet and encountered approximately 85 feet of net pay in the Middle Miocene objective within the Mississippi Canyon 387 block. Nearly Headless Nick, a subsea tie back, which is expected to be brought online through the Delta House facility in the fourth quarter 2019, adds near-term reserves and production growth.

During the third quarter of 2018, Kosmos expanded its inventory as one of the most active participants in U.S. Gulf of Mexico Lease Sale 251 in which we were awarded seven new deepwater blocks. As part of the Company’s strategy to expand its position in the U.S. Gulf of Mexico, Kosmos incurred approximately $50.0 million of exploration expense to acquire seismic over new prospective areas and to re-license seismic over existing fields during the third quarter.

In late September, a second development well was brought online at Odd Job in Mississippi Canyon Block 215 (54.9% WI) and connected to the Delta House facility, providing near-term growth at the field. A third Odd Job well located in Mississippi Canyon Block 214 (61.1% working interest) drilled in May 2018 is expected to start production through existing subsea infrastructure to the Delta House facility in the fourth quarter 2019.

During the fourth quarter of 2018, the Tornado #3 development well (35.0% working interest) was successfully drilled to a total depth of 21,600 feet and encountered approximately 130 feet of net pay in the Pliocene objective within the Green Canyon

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Block 281. Tornado #3, a subsea tie back, is expected to be brought online through the Helix Producer I, the vessel to which Tornado production flows, in the second quarter of 2019.

Our U.S. Gulf of Mexico production during the period from transaction close until the end of the 2018 averaged approximately 23,700 boepd (net) (~81% oil).

During the first quarter of 2019, Kosmos expanded its relationship with BP to grow Kosmos’ footprint in the deepwater U.S. Gulf of Mexico. The venture includes the evaluation of 18 jointly owned leases in the Garden Banks area and an opportunity to earn an interest in three additional blocks in other areas of the deepwater U.S. Gulf of Mexico. This agreement will allow both companies to leverage complementary skill sets to execute farm-in projects around existing infrastructure. Kosmos will be designated operator and plans to commence drilling operations on the first well in 2019.
During the first quarter of 2019, Kosmos executed a farm-in agreement with Chevron covering the right to earn an interest in a strategic block in the deepwater U.S. Gulf of Mexico. This agreement allows Kosmos another opportunity to execute its deepwater U.S. Gulf of Mexico strategy of lower risk prospects with the potential for subsea development near existing midstream infrastructure. Kosmos will be designated operator and plans to commence drilling operations in 2019.

Pre-tax income from our U.S. Gulf of Mexico operations are taxable at a 21% U.S. statutory tax rate. Our 2018 financial results reflect U.S. Gulf of Mexico operations from September 14, 2018 to December 31, 2018. Our financial results for 2019 will reflect a full-year of U.S. Gulf of Mexico operations, which will impact our overall effective tax rate.

Equatorial Guinea

In June 2018, we completed a farm-in agreement with a subsidiary of Ophir Energy plc ("Ophir") for Block EG-24, offshore Equatorial Guinea, whereby we acquired a 40% non-operated participating interest. As part of the agreement, we reimbursed a portion of Ophir's previously incurred exploration costs and will fully carry Ophir's share of the costs of a planned 3D seismic program as well as pay a disproportionate share of the well commitment should we enter the second exploration sub-period. The petroleum contract covers approximately 3,500 square kilometers, with a first exploration period of three years from the effective date (March 2018) which can be extended up to four additional years at our election subject to fulfilling specific work obligations. The first exploration period work program includes a 3,000 square kilometer 3D seismic acquisition requirement which was completed in November 2018. In January 2019, entered into an agreement to acquire Ophir's remaining interest in and operatorship of the block, subject to customary governmental approvals, which will result in Kosmos owning an 80% interest in Block EG-24. GEPetrol has a 20% carried interest and should a commercial discovery be made, GEPetrol's 20% carried interest will convert to a 20% participating interest for all development and production operations.

In August 2018, we completed a farm-out agreement with a subsidiary of Trident Energy (“Trident”), covering blocks S, W and EG-21 offshore Equatorial Guinea resulting in a $7.7 million gain. Under the terms of the agreement, Trident acquired a 40% non-operated participating interest in the blocks and Kosmos remains the operator.

In November 2018, we completed a 3D seismic survey of approximately 9,500 square kilometers over blocks EG-21, EG-24, S and W offshore Equatorial Guinea, and approximately 200 square kilometers over Block G. The seismic will be processed with the objective of high grading prospects for drilling as early as 2019.

Production in Equatorial Guinea averaged approximately 44,100 bopd (gross) for the year ended December 31, 2018 . Through December 2018, Kosmos has received approximately $258 million in dividends from the Kosmos-Trident joint venture (over 100 percent of the $231 million purchase price), which equates to a payback of less than one year.

Effective January 1, 2019, our outstanding shares in KTIPI were transferred to Trident in exchange for a 40.375% undivided interest in the Ceiba Field and Okume Complex. As a result, our interest in the Ceiba Field and Okume Complex will be accounted for under the proportionate consolidation method of accounting going forward. Pre-tax income from our interests in our Ceiba Field and Okume Complex are taxable in Equatorial Guinea at a 35% statutory tax rate, which will impact our overall effective tax rate.

Greater Tortue Ahmeyim     

In February 2018, the governments of Mauritania and Senegal signed an Inter-Governmental Cooperation Agreement ("ICA"), which enabled the development of the cross-border Tortue natural gas field to continue moving forward. With this agreement in place, all major FEED contracts have been awarded by the operator.

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In December 2018, Kosmos and its partners announced that a final investment decision for Phase 1 of the Greater Tortue Ahmeyim project has been agreed. The Greater Tortue Ahmeyim project will produce gas from a deepwater subsea system to a mid-water FPSO then to a FLNG facility at a nearshore hub located on the Mauritania and Senegal maritime border. The FLNG facility for Phase 1 is expected to deliver approximately 2.5 million tons per annum on average. The project will provide LNG for global export, as well as make gas available for domestic use in both Mauritania and Senegal. First gas for the project is expected in the first half of 2022. Following a competitive tender process and subject to final documentation, BP Gas Marketing has been selected as the buyer for the LNG offtake for all parties of Greater Tortue Ahmeyim Phase 1.

In February 2019, Mauritania and Senegal each issued an exploitation authorization for the Greater Tortue Ahmeyim Unit area covered by the GTA UUOA. Kosmos and BP signed Carry Advance Agreements with the national oil companies of Mauritania and Senegal, which obligate us separately to finance the respective national oil company’s share of certain development costs. Kosmos’ total share for the two agreements combined is up to $239.7 million, which is to be repaid through the national oil companies’ share of future revenues.

Mauritania
    
In June 2018, we completed a 9,400 square kilometer survey over Block C18 offshore Mauritania.

Senegal
In February 2018, the Requin Tigre-1 exploration well was drilled to a total depth of 5,200 meters and designed to evaluate Cenomanian and Albian reservoirs in a structural-stratigraphic trap, charged from an underlying Neocomian-Valanginian source kitchen. The prospect was fully tested but did not encounter hydrocarbons. Post-well analysis is currently ongoing to determine the reasons it was unsuccessful. The well has been plugged and abandoned.

In July 2018, we entered into the second renewal of the exploration period for the Senegal Blocks contract areas, which lasts for two and one half years. Each of the contract areas requires one exploration well to be drilled during the second renewal period. In the event of commercial success, we have the right to develop and produce oil and/or gas for a period of 25 years from the grant of an exploitation authorization from the government, which may be extended for at least one additional period of 10 years under certain circumstances.
 
Suriname

In June 2018, the Anapai-1A exploration well was drilled to a total depth of approximately 4,600 meters and was designed to test lower Cretaceous reservoirs in a structural trap on the flank of the basin. The prospect was fully tested, encountering high quality reservoirs in the targeted zones, but did not find hydrocarbons. The well has been plugged and abandoned and the well results integrated into the ongoing evaluation of the remaining prospectivity in our Suriname acreage position.

In July 2018, we entered into the second exploration phase in blocks 42 and 45. The second phase carries a one well commitment per block. This commitment has been met for both blocks.

In October 2018, the Pontoenoe-1 exploration well was drilled to a total depth of approximately 6,200 meters and was designed to test late Cretaceous reservoirs in a structural trap charged from oil mature Albian and Cenomanian-Turonian source kitchens. The prospect was fully tested but did not discover commercial hydrocarbons. High-quality reservoir was encountered, but the primary exploration objective proved to be water bearing. The well has been plugged and abandoned and the well results integrated into the ongoing evaluation of the remaining prospectivity in our Suriname acreage position.
Sao Tome and Principe
In March 2018, as part of our alliance with BP, we entered into petroleum contracts covering Blocks 10 and 13 with the Democratic Republic of Sao Tome and Principe. We presently have a 35% participating interest in the blocks and the operator, BP, holds a 50% participating interest. The national petroleum agency, Agencia Nacional Do Petroleo De Sao Tome E Principe ("ANP-STP") has a 15% carried interest in the blocks through exploration. The petroleum contracts cover approximately 13,600 square kilometers, with a first exploration period of four years from the effective date (March 2018). The exploration periods can be extended an additional four years at our election subject to fulfilling specific work obligations. The first exploration period work programs include a 13,500 square kilometer 3D seismic acquisition requirement across the two blocks.


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Cote d'Ivoire
In May 2018, we completed a 3D seismic survey covering approximately 12,000 square kilometers over blocks CI-526, CI-602, CI-603, CI-707 and CI-708 offshore Cote d'Ivoire.

Namibia
In September 2018, we acquired a 45% non-operated participating interest in PEL 39 offshore Namibia. The block covers an area of approximately 3.1 million acres in water depth ranging from 250 to 3,000 meters. The blocks provide for multiple plays targeting Cretaceous deepwater systems. We believe the area is positioned within the interpreted oil mature window of the Aptian shale source rock with sands sourced from the Orange River. In January 2019, we completed a 3D seismic survey covering approximately 6,000 square kilometers. Processing of this data is currently underway. We are compiling an initial inventory of prospects on the license while integrating the new 3D seismic data in our geological evaluation during 2019 with a view to drilling as early as 2020.


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Results of Operations
All of our results, as presented in the table below, represent operations from the Jubilee and TEN fields in Ghana, the U.S. Gulf of Mexico (commencing September 14, 2018, the DGE acquisition date), and our equity method investment offshore Equatorial Guinea. Certain operating results and statistics for the years ended December 31, 2018 , 2017 and 2016 are included in the following tables:
 
Year Ended December 31, 2018
 
Kosmos
 
Equity Method Investment-Equatorial Guinea(1)
 
Total
 
(In thousands, except per volume data)
Sales volumes:
 
 
 
 
 
Oil (MBbl)
12,673

 
5,228

 
17,901

Gas (MMcf)
2,268

 

 
2,268

NGL (MBbl)
179

 

 
179

Total (MBoe)
13,230

 
5,228

 
18,458

Revenues:
 
 
 
 
 
Oil sales
$
874,382

 
$
360,649

 
$
1,235,031

Average oil sales price per Bbl
69.00

 
68.98

 
68.99

Gas sales
7,101

 

 
7,101

Average gas sales price per Mcf
3.13

 

 
3.13

NGL sales
5,183

 

 
5,183

Average NGL sales price per Bbl
29.00

 

 
28.96

 
 
 
 
 
 
Costs:
 
 
 
 
 
Oil and gas production, excluding workovers
$
217,818

 
$
73,843

 
$
291,661

Oil and gas production, workovers
6,909

 

 
6,909

Total oil and gas production costs
$
224,727

 
$
73,843

 
$
298,570


 
 
 
 
 
Depletion and depreciation
$
329,835

 
$
134,983

 
$
464,818


 
 
 
 
 
Average cost per Boe:
 
 
 
 
 
Oil and gas production, excluding workovers
$
16.46

 
$
14.12

 
$
15.80

Oil and gas production, workovers
0.52

 

 
0.38

Total oil and gas production costs
16.98

 
14.12

 
16.18


 
 
 
 
 
Depletion and depreciation
24.93

 
25.82

 
25.18

Oil and gas production cost and depletion and depreciation costs
$
41.91

 
$
39.94

 
$
41.36

____________________________________
(1)
For the year ended December 31, 2018, we have presented our 50% share of the results of operations, including our basis difference which is reflected in depletion and depreciation. Under the equity method of accounting, we only recognize our share of the net income of KTIPI as adjusted for our basis differential, which is recorded in (Gain) loss on equity method investments, net in the consolidated statement of operations.

69


 
Year Ended December 31, 2017
 
Kosmos
 
Equity Method Investment-Equatorial Guinea(1)
 
Total
 
(In thousands, except per volume data)
Sales volumes:
 
 
 
 
 
Oil (MBbl)
10,761

 
405

 
11,166

Gas (MMcf)

 

 

NGL (MBbl)

 

 

Total (MBoe)
10,761

 
405

 
11,166

Revenues:
 
 
 
 
 
Oil sales
$
578,139

 
$
27,307

 
$
605,446

Average oil sales price per Bbl
53.73

 
67.42

 
54.22

 
 
 
 
 
 
Costs:
 
 
 
 
 
Oil and gas production, excluding workovers
$
121,429

 
$
7,755

 
$
129,184

Oil and gas production, workovers
5,421

 

 
5,421

Total oil and gas production costs
$
126,850

 
$
7,755

 
$
134,605


 
 
 
 
 
Depletion and depreciation
$
255,203

 
$
11,181

 
$
266,384


 
 
 
 
 
Average cost per Boe:
 
 
 
 
 
Oil and gas production, excluding workovers
$
11.28

 
$
19.15

 
$
11.57

Oil and gas production, workovers
0.50

 

 
0.48

Total oil and gas production costs
11.78

 
19.15

 
12.05


 
 
 
 
 
Depletion and depreciation
23.72

 
27.61

 
23.86

Oil and gas production cost and depletion and depreciation costs
$
35.50

 
$
46.76

 
$
35.91

______________________________________
(1)
For the year ended December 31, 2017, we have presented our 50% share of the results of operations from the date of acquisition, November 28, 2017 through December 31, 2017, including our basis difference which is reflected in depletion and depreciation. Under the equity method of accounting, we only recognize our share of the net income of KTIPI as adjusted for our basis differential, which is recorded in (Gain) loss on equity method investments, net in the consolidated statement of operations.

70


 
Year Ended December 31,
 
2016
 
(In thousands, except per volume data)
Sales volumes:
 
Oil (MBbl)
6,756

Gas (MMcf)

NGL (MBbl)

Total (MBoe)
6,756

Revenues:
 
Oil sales
$
310,377

Average oil sales price per Bbl
45.94

 
 
Costs:
 
Oil and gas production, excluding workovers
$
119,758

Oil and gas production, workovers
(391
)
Total oil and gas production costs
$
119,367


 
Depletion and depreciation
$
140,404


 
Average cost per Boe:
 
Oil and gas production, excluding workovers
$
17.73

Oil and gas production, workovers
(0.06
)
Total oil and gas production costs
17.67


 
Depletion and depreciation
20.78

Oil and gas production cost and depletion and depreciation costs
$
38.45



71


The discussion of the results of operations and the period‑to‑period comparisons presented below analyze our historical results. The following discussion may not be indicative of future results.
Year Ended December 31, 2018 vs. 2017
 
Years Ended
 
 
 
December 31,
 
Increase
 
2018
 
2017
 
(Decrease)
 
(In thousands)
Revenues and other income:
 

 
 

 
 

Oil and gas revenue
$
886,666

 
$
578,139

 
$
308,527

Gain on sale of assets
7,666

 

 
7,666

Other income, net
8,037

 
58,697

 
(50,660
)
Total revenues and other income
902,369

 
636,836

 
265,533

Costs and expenses:
 

 
 

 
 

Oil and gas production
224,727

 
126,850

 
97,877

Facilities insurance modifications, net
6,955

 
(820
)
 
7,775

Exploration expenses
301,492

 
216,050

 
85,442

General and administrative
99,856

 
68,302

 
31,554

Depletion and depreciation
329,835

 
255,203

 
74,632

Interest and other financing costs, net
101,176

 
77,595

 
23,581

Derivatives, net
(31,430
)
 
59,968

 
(91,398
)
(Gain) loss on equity method investments, net
(72,881
)
 
6,252

 
(79,133
)
Other expenses, net
(6,501
)
 
5,291

 
(11,792
)
Total costs and expenses
953,229

 
814,691

 
138,538

Loss before income taxes
(50,860
)
 
(177,855
)
 
126,995

Income tax expense
43,131

 
44,937

 
(1,806
)
Net loss
$
(93,991
)
 
$
(222,792
)
 
$
128,801

The results of operations for our equity method investments are presented in " (Gain) loss on equity method investments, net ." See “Item 8. Financial Statements and Supplementary Data—Note 7—Equity Method Investments" for additional information regarding our equity method investments.
Oil and gas revenue. Oil and gas revenue increased by $308.5 million primarily as a result of higher oil prices during the year ended December 31, 2018 , compared to the year ended December 31, 2017 . We sold 12,673 MBbl at an average realized price per barrel of $69.00 in 2018 and 10,761 MBbl at an average realized price per barrel of $53.73 in 2017 . The increase in barrels sold is primarily a result of the DGE acquisition which was completed in September 2018.
Gain on sale of assets. In August 2018, we closed a farm-out agreement with Trident. As part of the transaction, we received proceeds in excess of our book basis resulting in a gain of $7.7 million.
Other income. Other income, net decreased by $50.7 million as we recognized $58.7 million of LOPI proceeds, net during the year ended December 31, 2017 related to the turret bearing issue on the Jubilee FPSO. The LOPI claim was finalized in June 2017.
Oil and gas production. Oil and gas production costs increased by $97.9 million during the year ended December 31, 2018 as compared to the year ended December 31, 2017 primarily as a result of the impact of LOPI claim insurance proceeds recognized in 2017 related to increased costs due to turret issues, which reduced overall operating costs as well as credit accrual adjustments from the operator of the Jubilee and TEN fields recognized during the year ended December 31, 2017 . The LOPI claim was finalized in June 2017 and therefore no proceeds were received in 2018. Additionally, we recognized $31.0 million of oil and gas production costs during 2018 related to the U.S. Gulf of Mexico as a result of the DGE acquisition.
Facilities insurance modifications, net. During the year ended December 31, 2018 , we incurred $50.2 million of facilities insurance modification costs associated with the long-term solution to the Jubilee turret bearing issue. These costs were offset by

72


$43.2 million of hull and machinery insurance proceeds received during the year ended December 31, 2018 , resulting in a net charge of $7.0 million . The difference between the amount of costs incurred and the insurance proceeds recovered are primarily related to timing. During the year ended December 31, 2017 , we incurred $19.7 million of facilities insurance modifications costs associated with the long-term solution to the Jubilee turret bearing issue, which was offset by $20.5 million of hull and machinery insurance proceeds received during the year ended December 31, 2017, resulting in a net credit of $0.8 million.
Exploration expenses. Exploration expenses increased by $85.4 million during the year ended December 31, 2018 , as compared to the year ended December 31, 2017 . The change is primarily a result of $57.1 million of unsuccessful well costs related to Suriname drilling and $57.7 million of unsuccessful well costs for the Wawa-1 and Akasa-1 exploration wells in Ghana, which were previously capitalized as suspended well costs and approximately $60.0 million related to seismic acquisition costs in the U.S. Gulf of Mexico incurred in 2018. These increases were offset by $90.2 million of rig related costs incurred in 2017 but not 2018.
General and administrative. General and administrative costs increased by $31.6 million during the year ended December 31, 2018 , as compared to the year ended December 31, 2017 . The increase is driven by costs related to acquisition activity, including the DGE acquisition, and the loss of our ability to charge out certain costs associated with the transfer of operatorship of the Greater Tortue Ahmeyim development project and WCTP Block to BP and Tullow, respectively. No U.S. Gulf of Mexico acquisition related general and administrative costs were included in the 2017 period.
Depletion and depreciation. Depletion and depreciation increased $74.6 million during the year ended December 31, 2018 , as compared with the year ended December 31, 2017 . The increase is primarily a result the DGE acquisition which added $59.8 million of depletion and depreciation for the U.S. Gulf of Mexico. The remaining increase is related to a higher depletion rate for the TEN fields as 2018 had seven Jubilee and four TEN liftings compared to eight Jubilee and three TEN liftings in 2017. Additionally, the Jubilee Field depletion increased as a result of costs associated with the Mahogany and Teak discovery areas moving into the Jubilee Field's depletable cost basis in the fourth quarter of 2017. No U.S. Gulf of Mexico acquisition related depletion and depreciation costs are included in the 2017 period.
Interest and other financing costs, net. Interest and other financing costs, net increased by $23.6 million primarily a result of a $17.9 million increase in interest related to a higher average interest rate on an increased outstanding debt balance, the result of the DGE acquisition. In addition, we expensed $4.3 million of existing unamortized debt issuance costs and deferred interest in connection with amending the Facility in first quarter 2018 and capitalized interest decreased $2.0 million versus 2017.
Derivatives, net. During the years ended December 31, 2018 and 2017 , we recorded a gain and loss of $31.4 million and $60.0 million , respectively, on our outstanding hedge positions. The gain and loss recorded were a result of changes in the forward curve of oil prices during the respective periods.
(Gain) loss on equity method investments, net . (Gain) loss on equity method investments, net resulted in a $72.9 million gain on our equity method investment in KTIPI in 2018, compared to a $6.2 million net loss in 2017, the result of a loss on our equity method investment in Kosmos BP Senegal Limited ("KBSL") which more than offset the gain from KTIPI in 2017. KBSL ceased to be accounted for under the equity method of accounting in November 2017.
Other expenses, net. Other expenses, net decreased $ 11.8 million  primarily related to the recovery of $12.9 million of disputed charges related to the arbitration award against Tullow Ghana in 2018.
Income tax expense (benefit). Income tax expense decreased by $1.8 million during the year ended December 31, 2018, as compared with the year ended December 31, 2017, primarily as a result of higher 2017 taxes due to changes in U.S. tax law, partially offset by higher 2018 pre-tax earnings in Ghana and U.S. Gulf of Mexico. The Company’s effective tax rates for the years ended December 31, 2018 and 2017 were 85% and 25% , respectively. The effective tax rates for the periods presented were impacted by losses, primarily related to exploration expenses, incurred in jurisdictions in which we are not subject to taxes and losses incurred in jurisdictions in which we have valuation allowances against our deferred tax assets, and therefore we do not realize any tax benefit on such expenses or losses, partially offset by 2018 income from our equity method investment. The effective tax rate in Ghana is impacted by higher oil revenue and lower oil derivative losses, partially offset by higher exploration and production expenses. The Ghanaian effective tax rate is impacted by the timing of non-deductible expenditures incurred associated with the damage to the turret bearing, due to the expected recovery from insurance proceeds. Any such insurance recoveries would not be subject to income tax.


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Year Ended December 31, 2017 vs. 2016
 
Years Ended
 
 
 
December 31,
 
Increase
 
2017
 
2016
 
(Decrease)
 
(In thousands)
Revenues and other income:
 

 
 

 
 

Oil and gas revenue
$
578,139

 
$
310,377

 
$
267,762

Gain on sale of assets

 

 

Other income, net
58,697

 
74,978

 
(16,281
)
Total revenues and other income
636,836

 
385,355

 
251,481

Costs and expenses:
 

 
 

 
 

Oil and gas production
126,850

 
119,367

 
7,483

Facilities insurance modifications, net
(820
)
 
14,961

 
(15,781
)
Exploration expenses
216,050

 
202,280

 
13,770

General and administrative
68,302

 
87,623

 
(19,321
)
Depletion and depreciation
255,203

 
140,404

 
114,799

Interest and other financing costs, net
77,595

 
44,147

 
33,448

Derivatives, net
59,968

 
48,021

 
11,947

Loss on equity method investments, net
6,252

 

 
6,252

Other expenses, net
5,291

 
23,116

 
(17,825
)
Total costs and expenses
814,691

 
679,919

 
134,772

Loss before income taxes
(177,855
)
 
(294,564
)
 
116,709

Income tax expense (benefit)
44,937

 
(10,784
)
 
55,721

Net loss
$
(222,792
)
 
$
(283,780
)
 
$
60,988

The results of operations for our equity method investments are presented in " Loss on equity method investments, net." See “Item 8. Financial Statements and Supplementary Data—Note 7—Equity Method Investments" for additional information regarding our equity method investments.
Oil and gas revenue. Oil and gas revenue increased by $267.8 million as a result of eleven cargos sold during the year ended December 31, 2017 as compared to seven cargos during the year ended December 31, 2016, and as a result of a higher realized price per barrel in 2017. We lifted and sold 10,761 MBbl at an average realized price per barrel of $53.73 in 2017 and 6,756 MBbl at an average realized price per barrel of $45.94 in 2016.
Other income. Other income, net decreased by $16.3 million as we recognized $58.7 million of LOPI proceeds, net during the year ended December 31, 2017 related to the turret bearing issue on the Jubilee FPSO compared to $74.8 million of LOPI proceeds in the previous year. The LOPI claim was finalized in June 2017.
Oil and gas production. Oil and gas production costs increased by $7.5 million during the year ended December 31, 2017 as compared to the year ended December 31, 2016 as a result of lower LOPI claim insurance proceeds recognized during the year ended December 31, 2017 partially offset by accrual adjustments from the Jubilee and TEN fields operator. The LOPI claim was finalized in June 2017.
Facilities insurance modifications, net. During the year ended December 31, 2017, we incurred $19.7 million of facilities insurance modification costs associated with the long-term solution to the turret bearing issue. These costs were offset by $20.5 million of hull and machinery insurance proceeds received during the year ended December 31, 2017 resulting in a credit of $0.8 million. During the year ended December 31, 2016, we incurred $15.0 million of facilities insurance modifications costs associated with the long-term solution to the turret bearing issue with no insurance recoveries.
Exploration expenses. Exploration expenses increased by $13.8 million during the year ended December 31, 2017, as compared to the year ended December 31, 2016. The increase is primarily a result of higher geological and geophysical costs plus unsuccessful well costs of $43.2 million partially offset by $14.5 million of lower seismic costs and $19.0 million of lower rig related costs incurred during the year ended December 31, 2017 as compared with the year ended December 31, 2016.

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General and administrative. General and administrative costs decreased by $19.3 million during the year ended December 31, 2017, as compared to the year ended December 31, 2016. The decrease is primarily a result of carried costs associated with the BP transaction and accrual adjustments from the Jubilee and TEN fields operator.
Depletion and depreciation. Depletion and depreciation increased $114.8 million during the year ended December 31, 2017, as compared with the year ended December 31, 2016, primarily as a result of depletion recognized related to the sale of eleven cargos of oil during 2017, as compared to seven cargos during the prior year.
Interest and other financing costs, net. Interest and other financing costs, net increased by $33.4 million primarily a result of TEN fields coming online in August 2016, which resulted in a $29.5 million decrease in capitalized interest during 2017.
Derivatives, net. During the years ended December 31, 2017 and 2016, we recorded losses of $60.0 million and $48.0 million, respectively, on our outstanding hedge positions. The losses recorded were a result of increases in the forward curve of oil prices during the respective periods.
Loss on equity method investments, net. Loss on equity method investments, net increased by $6.3 million during the year ended December 31, 2017 primarily a result of $11.5 million loss recognized on our equity method investment in KBSL offset by a $5.2 million gain recognized on our equity method investment in KTIPI.
Other expenses, net. Other expenses, net decreased by $17.8 million during the year ended December 31, 2017 primarily a result of a $6.3 million decrease in disputed charges and related costs and a $14.0 million decrease in inventory impairments partially offset by $3.5 million in insurance settlements related to the riser claim in 2016.
Income tax expense (benefit). The Company’s effective tax rates for the years ended December 31, 2017 and 2016 were 25% and 4%, respectively. The effective tax rates for the periods presented were impacted by losses, primarily related to exploration expenses, incurred in jurisdictions in which we are not subject to taxes and losses incurred in jurisdictions in which we have valuation allowances against our deferred tax assets and therefore we do not realize any tax benefit on such expenses or losses as well as the impact of the changes in U.S. income tax law. The effective tax rate in Ghana is impacted by timing of non-deductible expenditures incurred associated with the damage to the turret bearing, due to the expected recovery from insurance proceeds. Any such insurance recoveries would not be subject to income tax. Income tax expense increased by $55.7 million during the year ended December 31, 2017, as compared with the year ended December 31, 2016, primarily as a result of higher oil revenue in Ghana and mark-to-market gains on our oil derivatives and the impact of changes in U.S. tax law, partially offset by higher depletion and depreciation associated with TEN production.

Liquidity and Capital Resources
We are actively engaged in an ongoing process of anticipating and meeting our funding requirements related to our strategy as a full-cycle E&P company. We have historically met our funding requirements through cash flows generated from our operating activities and obtained additional funding from issuances of equity and debt, as well as partner carries.
While we are presently in a strong financial position, commodity prices remain volatile and could negatively impact our ability to generate sufficient operating cash flows to meet our funding requirements. To partially mitigate this price volatility, we maintain a hedging program. Our investment decisions are based on longer‑term commodity prices based on the long‑term nature of our projects and development plans. Also, BP has agreed to partially carry our exploration, appraisal and development program in Mauritania and Senegal up to a contractually agreed cap. Current commodity prices, combined with our hedging program, partner carries and our current liquidity position support our dividend and capital program for 2019 .
As such, our 2019 capital budget is based on our exploitation and production plans for Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, our infrastructure-led exploration program in Equatorial Guinea and the U.S. Gulf of Mexico our appraisal activities in our emerging basins and our basin opening exploration across the portfolio.
Our future financial condition and liquidity can be impacted by, among other factors, the success of our exploitation, exploration and appraisal drilling programs, the number of commercially viable oil and natural gas discoveries made and the quantities of oil and natural gas discovered, the speed with which we can bring such discoveries to production, the reliability of our oil and gas production facilities, our ability to continuously export oil and gas, our ability to secure and maintain partners and their alignment with respect to capital plans, the actual cost of exploitation, exploration, appraisal and development of our oil and natural gas assets, and coverage of any claims under our insurance policies.
As part of the Facility amendment and restatement process, the lenders approved a redetermination, setting the borrowing base under our Facility at $1.5 billion (effective February 22, 2018) which was increased to $1.7 billion (effective January 31,

75


2019) after the election to exercise $0.2 billion of additional commitments in the fourth quarter of 2018. The borrowing base calculation includes value related to the Jubilee, TEN, Ceiba and Okume fields.
Sources and Uses of Cash
The following table presents the sources and uses of our cash and cash equivalents for the years ended December 31, 2018 , 2017 and 2016 :
 
Years Ended
 
December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Sources of cash, cash equivalents and restricted cash:
 

 
 

 
 

Net cash provided by operating activities
$
260,491

 
$
236,617

 
$
52,077

Return of investment from KTIPI
184,664

 

 

Borrowings under long-term debt
1,175,000

 
200,000

 
450,000

Proceeds on sale of assets
13,703

 
222,068

 
210

 
1,633,858

 
658,685

 
502,287

Uses of cash, cash equivalents and restricted cash:
 

 
 

 
 

Oil and gas assets
213,806

 
140,495

 
535,975

Other property
7,935

 
2,858

 
1,998

Acquisition of oil and gas properties
961,764

 

 

Equity method investment

 
231,280

 

Payments on long-term debt
325,000

 
250,000

 

Purchase of treasury stock
206,051

 
2,194

 
1,981

Deferred financing costs
38,672

 
67

 

 
1,753,228

 
626,894

 
539,954

Increase (decrease) in cash, cash equivalents and restricted cash
$
(119,370
)
 
$
31,791

 
$
(37,667
)
Net cash provided by operating activities. Net cash provided by operating activities in 2018 was $260.5 million compared with net cash provided by operating activities of $236.6 million in 2017 and $52 million in 2016 , respectively. The increase in cash provided by operating activities in the year ended December 31, 2018 when compared to the same period in 2017 is primarily a result of an increase in oil and gas revenue and a decrease in exploration expenses related to the stacked rig costs and rig option cancellation payment, both recorded during the year ended December 31, 2017. These changes were offset by a lack of LOPI proceeds, an increase in unsuccessful well costs and an increase in payments related to derivative cash settlements. The increase in cash provided by operating activities in the year ended December 31, 2017 when compared to the same period in 2016 was primarily a result of an increase in oil and gas revenue combined with LOPI proceeds, and a decrease in exploration expense related to the stacked rig costs and rig option cancellation payment as well as a decrease in derivative cash settlements.

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The following table presents our liquidity and financial position as of December 31, 2018 :
 
December 31, 2018
 
(In thousands)
Cash and cash equivalents
$
173,515

Restricted cash
12,101

Senior Notes at par
525,000

Drawings under the Facility
1,325,000

Drawings under the Corporate Revolver
325,000

Net debt
$
1,989,384


 
Availability under the Facility(1)
$
375,000

Availability under the Corporate Revolver
$
75,000

Available borrowings plus cash and cash equivalents
$
623,515

______________________________________
(1)
Includes letter agreements with existing financial institutions, entered into December 2018, which obligated the financial institutions to provide the Company with an additional commitment of $100 million in the aggregate under the Facility effective January 31, 2019.
Capital Expenditures and Investments
We expect to incur capital costs as we:
drill additional wells and execute exploitation activities in Ghana, Equatorial Guinea and in the U.S. Gulf of Mexico;
execute infrastructure-led exploration efforts in the U.S. Gulf of Mexico and Equatorial Guinea
execute appraisal and exploration activities in a number of our exploration license areas; and
acquire and analyze seismic on existing licenses and purchase seismic over new prospective areas.
We have relied on a number of assumptions in budgeting for our future activities. These include the number of wells we plan to drill, our participating and carried interests in our prospects including disproportionate payment amounts, the costs involved in developing or participating in the development of a prospect, the timing of third‑party projects, the availability of suitable equipment and qualified personnel and our cash flows from operations. We also evaluate potential corporate and asset acquisition opportunities to support and expand our asset portfolio which may impact our budget assumptions. These assumptions are inherently subject to significant business, political, economic, regulatory, environmental and competitive uncertainties, contingencies and risks, all of which are difficult to predict and many of which are beyond our control. We may need to raise additional funds more quickly if market conditions deteriorate; or one or more of our assumptions proves to be incorrect or if we choose to expand our acquisition, exploration, appraisal, development efforts or any other activity more rapidly than we presently anticipate. We may decide to raise additional funds before we need them if the conditions for raising capital are favorable. We may seek to sell equity or debt securities or obtain additional bank credit facilities. The sale of equity securities could result in dilution to our shareholders. The incurrence of additional indebtedness could result in increased fixed obligations and additional covenants that could restrict our operations.
2019 Capital Program
We estimate we will spend approximately $425-$475 million of capital, net of carry amounts related to the Mauritania and Senegal transactions with BP, for the year ending December 31, 2019 . This capital expenditure budget consists of:
Approximately 64% related to exploitation and production optimization activities across our Ghana, Equatorial Guinea and Gulf of Mexico assets
Approximately 19% related to our infrastructure-led exploration and development activities across Equatorial Guinea and the U.S. Gulf of Mexico
Approximately 2% related to the development of our world-scale discoveries in Mauritania and Senegal

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Approximately 15% related to basin opening exploration efforts across our portfolio
The ultimate amount of capital we will spend may fluctuate materially based on market conditions and the success of our exploitation and drilling results among other factors. Our future financial condition and liquidity will be impacted by, among other factors, our level of production of oil and the prices we receive from the sale of oil, our ability to effectively hedge future production volumes, the success of our multi-faceted exploration and appraisal drilling programs, the number of commercially viable oil and natural gas discoveries made and the quantities of oil and natural gas discovered, the speed with which we can bring such discoveries to production, our partners’ alignment with respect to capital plans, and the actual cost of exploitation, exploration, appraisal and development of our oil and natural gas assets, and coverage of any claims under our insurance policies.
Significant Sources of Capital
Facility
In February 2018, the Company amended and restated the Facility with a total commitment of  $1.5 billion  from a number of financial institutions with additional commitments up to  $0.5 billion being available if the existing financial institutions increase their commitments or if commitments from new financial institutions are added. In November 2018, the Company exercised its option with  existing financial institutions to provide the Company with an additional commitment of  $100 million  in the aggregate under the Facility. The borrowing base calculation includes value related to the Jubilee, TEN, Ceiba and Okume fields. The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. As part of the debt refinancing in February 2018, the repayment of borrowings under the existing facility attributable to financial institutions that did not participate in the amended Facility was accounted for as an extinguishment of debt, and  $4.1 million  of existing unamortized debt issuance costs and deferred interest attributable to those participants was expensed in interest and other financing costs, net . As of  December 31, 2018 , we have  $40.5 million  of unamortized issuance costs related to the Facility, which will be amortized over the remaining term of the Facility. In December 2018, the Company entered into letter agreements with existing financial institutions, which provided the Company with an additional commitment of  $100 million  in the aggregate under the Facility effective January 31, 2019. This took the total commitments to $1.7 billion as of January 31, 2019.
As of December 31, 2018 , borrowings under the Facility totaled $1,325.0 million and the undrawn availability under the Facility was $375.0 million , which includes the additional commitments as referenced above.
Interest is the aggregate of the applicable margin ( 3.25% to 4.50% , depending on the length of time that has passed from the date the Facility was entered into) and LIBOR . Interest is payable on the last day of each interest period (and, if the interest period is longer than six months , on the dates falling at six-month intervals after the first day of the interest period). We pay commitment fees on the undrawn and unavailable portion of the total commitments, if any. Commitment fees are equal to 30% per annum of the then-applicable respective margin when a commitment is available for utilization and, equal to 20% per annum of the then-applicable respective margin when a commitment is not available for utilization. We recognize interest expense in accordance with ASC 835—Interest, which requires interest expense to be recognized using the effective interest method. We determined the effective interest rate based on the estimated level of borrowings under the Facility.
The Facility provides a revolving credit and letter of credit facility. The availability period for the revolving credit facility, as amended in February 2018 expires one month prior to the final maturity date. The letter of credit facility expires on the final maturity date. The available facility amount is subject to borrowing base constraints and, beginning on March 31, 2022, outstanding borrowings will be constrained by an amortization schedule. The Facility has a final maturity date of March 31, 2025. As of December 31, 2018 , we had no letters of credit issued under the Facility.
We have the right to cancel all the undrawn commitments under the amended and restated Facility. The amount of funds available to be borrowed under the Facility, also known as the borrowing base amount, is determined each year on March 31. The borrowing base amount is based on the sum of the net present values of net cash flows and relevant capital expenditures reduced by certain percentages as well as value attributable to certain assets’ reserves and/or resources in Ghana and Equatorial Guinea.
If an event of default exists under the Facility, the lenders can accelerate the maturity and exercise other rights and remedies, including the enforcement of security granted pursuant to the Facility over certain assets held by our subsidiaries. The Facility contains customary cross default provisions.
We were in compliance with the financial covenants contained in the Facility as of September 30, 2018 (the most recent assessment date), which requires the maintenance of:
the field life cover ratio (as defined in the glossary), not less than 1.30x; and
the loan life cover ratio (as defined in the glossary), not less than 1.10x; and

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the debt cover ratio (as defined in the glossary), not more than 3.5x; and
the interest cover ratio (as defined in the glossary), not less than 2.25x.
Corporate Revolver
In August 2018, we amended and restated the Corporate Revolver maintaining the borrowing capacity at $400.0 million , extending the maturity date from November 2018 to May 2022 and lowering the margin 100 basis points to 5% . This resulted in lower commitment fees on the undrawn portion of the total commitments, which is 30% per annum of the respective margin. The Corporate Revolver is available for general corporate purposes and for oil and gas exploration, appraisal and development programs.
As of December 31, 2018 , borrowings under the Corporate Revolver totaled $325.0 million and the undrawn availability under the Corporate Revolver was $75.0 million .
Interest is the aggregate of the applicable margin ( 5.0% ), LIBOR and mandatory cost (if any, as defined in the Corporate Revolver). Interest is payable on the last day of each interest period (and, if the interest period is longer than six months, on the dates falling at six‑month intervals after the first day of the interest period). We pay commitment fees on the undrawn portion of the total commitments. Commitment fees for the lenders are equal to 30% per annum of the respective margin when a commitment is available for utilization.
The Corporate Revolver, as amended in August 2018 , expires on May 31, 2022 . The available amount is not subject to borrowing base constraints. We have the right to cancel all the undrawn commitments under the Corporate Revolver. We are required to repay certain amounts due under the Corporate Revolver with sales of certain subsidiaries or sales of certain assets. If an event of default exists under the Corporate Revolver, the lenders can accelerate the maturity and exercise other rights and remedies, including the enforcement of security granted pursuant to the Corporate Revolver over certain assets held by us. The Corporate Revolver contains customary cross default provisions.
We were in compliance with the financial covenants contained in the Corporate Revolver as of September 30, 2018 (the most recent assessment date), which requires the maintenance of:
the debt cover ratio (as defined in the glossary), not more than 3.5x; and
the interest cover ratio (as defined in the glossary), not less than 2.25x.
The U.S. and many foreign economies continue to experience uncertainty driven by varying macroeconomic conditions. Although some of these economies have shown signs of improvement, macroeconomic recovery remains uneven. Uncertainty in the macroeconomic environment and associated global economic conditions have resulted in extreme volatility in credit, equity, and foreign currency markets, including the European sovereign debt markets and volatility in various other markets. If any of the financial institutions within our Facility or Corporate Revolver are unable to perform on their commitments, our liquidity could be impacted. We actively monitor all of the financial institutions participating in our Facility and Corporate Revolver. None of the financial institutions have indicated to us that they may be unable to perform on their commitments. In addition, we periodically review our banking and financing relationships, considering the stability of the institutions and other aspects of the relationships. Based on our monitoring activities, we currently believe our banks will be able to perform on their commitments.
Revolving Letter of Credit Facility
In July 2013, we entered into a revolving letter of credit facility agreement (“LC Facility”). The size of the LC Facility was $75.0 million, as amended in July 2015, with additional commitments up to $50.0 million being available if the existing lender increases its commitments or if commitments from new financial institutions are added. The LC Facility provides that we shall maintain cash collateral in an amount equal to at least 75% of all outstanding letters of credit under the LC Facility, provided that during the period of any breach of certain financial covenants, the required cash collateral amount shall increase to 100%.
In July 2016, we amended and restated the LC Facility, extending the maturity date to July 2019. Other amendments included increasing the margin from 0.5% to 0.8% per annum on amounts outstanding, adding a commitment fee payable quarterly in arrears at an annual rate equal to 0.65% on the available commitment amount and providing for issuance fees to be payable to the lender per new issuance of a letter of credit. We may voluntarily cancel any commitments available under the LC Facility at any time. During the first quarter of 2017, the LC Facility size was increased to $115.0 million and in April 2017, we reduced the size of our LC Facility to $70 million . In February 2018, the LC Facility was increased to $73 million to facilitate the issuance of additional letters of credit. In July 2018 and December 2018, the LC Facility size was voluntarily reduced to $40.0 million and $20.0 million , respectively, based on the expiration of several large outstanding letters of credit. As of December 31, 2018 , there were seven outstanding letters of credit totaling $14.4 million under the LC Facility. The LC Facility contains customary cross default provisions.

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7.875% Senior Secured Notes due 2021
During August 2014, the Company issued $300.0 million of Senior Notes and received net proceeds of approximately $292.5 million after deducting discounts, commissions and deferred financing costs. The Company used the net proceeds to repay a portion of the outstanding indebtedness under the Facility and for general corporate purposes.
During April 2015, we issued an additional $225.0 million Senior Notes and received net proceeds of $206.8 million after deducting discounts, commissions and other expenses. We used the net proceeds to repay a portion of the outstanding indebtedness under the Facility and for general corporate purposes. The additional $225.0 million of Senior Notes have identical terms to the initial $300.0 million Senior Notes, other than the date of issue, the initial price, the first interest payment date and the first date from which interest accrued.
The Senior Notes mature on August 1, 2021. Interest is payable semi‑annually in arrears each February 1 and August 1 commencing on February 1, 2015 for the initial $300.0 million Senior Notes and August 1, 2015 for the additional $225.0 million Senior Notes. The Senior Notes are secured (subject to certain exceptions and permitted liens) by a first ranking fixed equitable charge on all shares held by us in our wholly-owned subsidiary, Kosmos Energy Holdings. The Senior Notes are currently guaranteed on a subordinated, unsecured basis by our existing restricted subsidiaries that guarantee the Facility and the Corporate Revolver, and, in certain circumstances, the Senior Notes will become guaranteed by certain of our other existing or future restricted subsidiaries (the “Guarantees”).
Redemption and Repurchase. On or after August 1, 2017, the Company may redeem all or a part of the Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest:
Year
 
Percentage
On or after August 1, 2018, but before August 1, 2019
 
102.0
%
On or after August 1, 2019 and thereafter
 
100.0
%
We may also redeem the Senior Notes in whole, but not in part, at any time if changes in tax laws impose certain withholding taxes on amounts payable on the Senior Notes at a price equal to the principal amount of the Senior Notes plus accrued interest and additional amounts, if any, as may be necessary so that the net amount received by each holder after any withholding or deduction on payments of the Senior Notes will not be less than the amount such holder would have received if such taxes had not been withheld or deducted.
Upon the occurrence of a change of control triggering event as defined under the Indenture, the Company will be required to make an offer to repurchase the Senior Notes at a repurchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.
If we sell assets, under certain circumstances outlined in the Indenture, we will be required to use the net proceeds to make an offer to purchase the Senior Notes at an offer price in cash in an amount equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.
Covenants. The Indenture restricts our ability and the ability of our restricted subsidiaries to, among other things: incur or guarantee additional indebtedness, create liens, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, make investments or certain other restricted payments, sell assets, enter into agreements that restrict the ability of our subsidiaries to make dividends or other payments to us, enter into transactions with affiliates, or effect certain consolidations, mergers or amalgamations. These covenants are subject to a number of important qualifications and exceptions. Certain of these covenants will be terminated if the Senior Notes are assigned an investment grade rating by both Standard & Poor’s Rating Services and Fitch Ratings Inc. and no default or event of default has occurred and is continuing.
Collateral. The Senior Notes are secured (subject to certain exceptions and permitted liens) by a first ranking fixed equitable charge on all currently outstanding shares, additional shares, dividends or other distributions paid in respect of such shares or any other property derived from such shares, in each case held by us in relation to our wholly-owned subsidiary, Kosmos Energy Holdings, pursuant to the terms of the Charge over Shares of Kosmos Energy Holdings dated as of December 20, 2018, among Kosmos Energy Delaware Holdings, LLC, Credit Agricole Corporate and Investment Bank, as Security and Intercreditor Agent, and Wilmington Trust, National Association, as Trustee to the Senior Notes. The Senior Notes share pari passu in the benefit of such equitable charge based on the respective amounts of the obligations under the Indenture and the amount of obligations under the Corporate Revolver. The Guarantees are not secured.


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Contractual Obligations
The following table summarizes by period the payments due for our estimated contractual obligations as of December 31, 2018 :
 
Payments Due By Year(4)
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Principal debt repayments(1)
$
2,175,000

 
$

 
$

 
$
685,600

 
$
614,100

 
$
305,100

 
$
570,200

Interest payments on long-term debt(2)
593,217

 
147,936

 
145,347

 
137,715

 
73,236

 
47,528

 
41,455

Operating leases(3)
36,508

 
2,775

 
4,173

 
3,276

 
3,326

 
3,376

 
19,582

______________________________________
(1)
Includes the scheduled principal maturities for the $525.0 million aggregate principal amount of Senior Notes issued in August 2014 and April 2015, borrowings under the Facility and the Corporate Revolver. The scheduled maturities of debt related to the Facility are based on, as of December 31, 2018 , our level of borrowings and our estimated future available borrowing base commitment levels in future periods. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter.
(2)
Based on outstanding borrowings as noted in (1) above and the LIBOR yield curves at the reporting date and commitment fees related to the Facility and Corporate Revolver and interest on the Senior Notes.
(3)
Primarily relates to corporate office and foreign office leases.
(4)
Does not include purchase commitments for jointly owned fields and facilities where we are not the operator and excludes commitments for exploration activities, including well commitments and seismic obligations, in our petroleum contracts. The Company's liabilities for asset retirement obligations associated with the dismantlement, abandonment and restoration costs of oil and gas properties are not included. See Note 11 of Notes to the Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information regarding these liabilities.
We currently have a commitment to drill one exploration well in Mauritania and Namibia and two exploration wells in Senegal. Our partner is obligated to fund our share of the cost of the exploration wells, subject to the remaining exploration and appraisal carry covering both our Mauritania and Senegal blocks. In Sao Tome and Principe, we have a 3D seismic requirement of approximately 13,500 square kilometers.

In February 2019, Kosmos and BP signed Carry Advance Agreements with the national oil companies of Mauritania and Senegal which obligate us separately to finance the respective national oil company’s share of certain development costs. Kosmos’ total share for the two agreements combined is up to $239.7 million, which is to be repaid through the national oil companies’ share of future revenues.



81


The following table presents maturities by expected debt maturity dates, the weighted-average interest rates expected to be paid on the Facility given current contractual terms and market conditions, and the debt’s estimated fair value. Weighted‑average interest rates are based on implied forward rates in the yield curve at the reporting date. This table does not take into account amortization of deferred financing costs.
 
Years Ending December 31,
 
 Asset
(Liability)
Fair Value at
December 31,
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
 
2018
 
(In thousands, except percentages)
Fixed rate debt:
 

 
 

 
 

 
 

 
 

 
 

 
 

Senior Notes
$

 
$

 
$
525,000

 
$

 
$

 
$

 
$
(525,026
)
Fixed interest rate
7.88
%
 
7.88
%
 
7.88
%
 

 

 

 
 

Variable rate debt:
 

 
 

 
 

 
 

 
 

 
 

 
 

Facility(1)
$

 
$

 
$
160,600

 
$
289,100

 
$
305,100

 
$
570,200

 
$
(1,325,000
)
Corporate Revolver

 

 

 
325,000

 

 

 
(325,000
)
Weighted average interest rate(2)
6.14
%
 
5.99
%
 
5.97
%
 
6.03
%
 
6.14
%
 
6.82
%
 
 

______________________________________
(1)
The amounts included in the table represent principal maturities only. The scheduled maturities of debt are based on the level of borrowings and the available borrowing base as of December 31, 2018 . Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter.
(2)
Based on outstanding borrowings as noted in (1) above and the LIBOR yield curves plus applicable margin at the reporting date. Excludes commitment fees related to the Facility and Corporate Revolver.

Off‑Balance Sheet Arrangements
We may enter into off‑balance sheet arrangements and transactions that can give rise to material off‑balance sheet obligations. As of December 31, 2018 , our material off‑balance sheet arrangements and transactions include operating leases, supplemental bonds for plugging and abandonment and undrawn letters of credit. There are no other transactions, arrangements, or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect Kosmos’ liquidity or availability of or requirements for capital resources.

Critical Accounting Policies
This discussion of financial condition and results of operations is based upon the information reported in our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of our financial statements requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities as of the date the financial statements are available to be issued. We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates. Our significant accounting policies are detailed in “Item 8. Financial Statements and Supplementary Data—Note 2—Accounting Policies.” We have outlined below certain accounting policies that are of particular importance to the presentation of our financial position and results of operations and require the application of significant judgment or estimates by our management.
Revenue Recognition. We use the sales method of accounting for oil and gas revenues. Under this method, we recognize revenues on the volumes sold. The volumes sold may be more or less than the volumes to which we are entitled based on our ownership interest in the property. These differences result in a condition known in the industry as a production imbalance. A receivable or liability is recognized only to the extent that we have an imbalance on a specific property greater than the expected remaining proved reserves on such property. As of December 31, 2018 and 2017 , we had no oil and gas imbalances recorded in our consolidated financial statements.
Our oil and gas revenues are based on provisional price contracts which contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from oil sales at the spot price on the date of sale. The embedded derivative, which is not designated as a hedge for accounting purposes, is marked to market

82


through oil and gas revenue each period until the final settlement occurs, which generally is limited to the month after the sale occurs.
Exploration and Development Costs. We follow the successful efforts method of accounting for our oil and gas properties. Acquisition costs for proved and unproved properties are capitalized when incurred. Costs of unproved properties are transferred to proved properties when a determination that proved reserves have been found. Exploration costs, including geological and geophysical costs and costs of carrying unproved properties, are charged to expense as incurred. Exploratory drilling costs are capitalized when incurred. If exploratory wells are determined to be commercially unsuccessful or dry holes, the applicable costs are expensed. Costs incurred to drill and equip development wells, including unsuccessful development wells, are capitalized. Costs incurred to operate and maintain wells and equipment and to lift crude oil and natural gas to the surface are expensed.
Receivables. Our receivables consist of joint interest billings, oil sales and other receivables. For our Ghana oil sales receivable, we require a letter of credit to be posted to secure the outstanding receivable. Receivables from joint interest owners are stated at amounts due, net of any allowances for doubtful accounts. We determine our allowance by considering the length of time past due, future net revenues of the debtor’s ownership interest in oil and natural gas properties we operate, and the owner’s ability to pay its obligation, among other things.
Income Taxes. We account for income taxes as required by the ASC 740—Income Taxes (“ASC 740”). We make certain estimates and judgments in determining our income tax expense for financial reporting purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities that arise from differences in the timing and recognition of revenue and expense for tax and financial reporting purposes. Our federal, state and international tax returns are generally not prepared or filed before the consolidated financial statements are prepared; therefore, we estimate the tax basis of our assets and liabilities at the end of each period as well as the effects of changes in tax laws or tax rates, tax credits, and net operating loss carryforwards. Adjustments related to these estimates are recorded in our tax provision in the period in which we file our income tax returns. Further, we must assess the likelihood that we will be able to realize or utilize our deferred tax assets. If realization is not more likely than not, we must record a valuation allowance against such deferred tax assets for the amount we would not expect to recover, which would result in no benefit for the deferred tax amounts. As of December 31, 2018 and 2017 , we have a valuation allowance to reduce certain deferred tax assets to amounts that are more likely than not to be realized. If our estimates and judgments regarding our ability to realize our deferred tax assets change, the benefits associated with those deferred tax assets may increase or decrease in the period our estimates and judgments change. On a quarterly basis, management evaluates the need for and adequacy of valuation allowances based on the expected realizability of the deferred tax assets and adjusts the amount of such allowances, if necessary.
ASC 740 provides a more‑likely‑than‑not standard in evaluating whether a valuation allowance is necessary after weighing all of the available evidence. When evaluating the need for a valuation allowance, we consider all available positive and negative evidence, including the following:
the status of our operations in the particular taxing jurisdiction, including whether we have commenced production from a commercial discovery;
whether a commercial discovery has resulted in significant proved reserves that have been independently verified;
the amounts and history of taxable income or losses in a particular jurisdiction;
projections of future income, including the sensitivity of such projections to changes in production volumes and prices;
the existence, or lack thereof, of statutory limitations on the period that net operating losses may be carried forward in a jurisdiction; and
the creation and timing of future income associated with the reversal of deferred tax liabilities in excess of deferred tax assets.
Derivative Instruments and Hedging Activities. We utilize oil derivative contracts to mitigate our exposure to commodity price risk associated with our anticipated future oil production. These derivative contracts consist of collars, put options, call options and swaps. We also use interest rate derivative contracts to mitigate our exposure to interest rate fluctuations related to our long‑term debt. Our derivative financial instruments are recorded on the balance sheet as either assets or a liabilities measured at fair value. We do not apply hedge accounting to our oil derivative contracts.
Estimates of Proved Oil and Natural Gas Reserves. Reserve quantities and the related estimates of future net cash flows affect our periodic calculations of depletion and assessment of impairment of our oil and natural gas properties. Proved oil and natural gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering

83


data demonstrate with reasonable certainty to be recoverable in future periods from known reservoirs under existing economic and operating conditions. As additional proved reserves are discovered, reserve quantities and future cash flows will be estimated by independent petroleum consultants and prepared in accordance with guidelines established by the SEC and the FASB. The accuracy of these reserve estimates is a function of:
the engineering and geological interpretation of available data;
estimates of the amount and timing of future operating cost, production taxes, development cost and workover cost;
the accuracy of various mandated economic assumptions; and
the judgments of the persons preparing the estimates.
Asset Retirement Obligations. We account for asset retirement obligations as required by the ASC 410—Asset Retirement and Environmental Obligations. Under these standards, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. If a reasonable estimate of fair value cannot be made in the period the asset retirement obligation is incurred, the liability is recognized when a reasonable estimate of fair value can be made. If a tangible long‑lived asset with an existing asset retirement obligation is acquired, a liability for that obligation shall be recognized at the asset’s acquisition date as if that obligation were incurred on that date. In addition, a liability for the fair value of a conditional asset retirement obligation is recorded if the fair value of the liability can be reasonably estimated. We capitalize the asset retirement costs by increasing the carrying amount of the related long‑lived asset by the same amount as the liability. We record increases in the discounted abandonment liability resulting from the passage of time in depletion and depreciation in the consolidated statement of operations. Estimating the future restoration and removal costs requires management to make estimates and judgments because most of the removal obligations are many years in the future and contracts and regulations often have vague descriptions of what constitutes removal. Additionally, asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations.
Inherent in the present value calculation are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligations, a corresponding adjustment is made to the oil and gas property balance.
Impairment of Long‑Lived Assets.  We review our long‑lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360—Property, Plant and Equipment requires an impairment loss to be recognized if the carrying amount of a long‑lived asset is not recoverable and exceeds its fair value. The carrying amount of a long‑lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment shall be based on the carrying amount of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss shall be measured as the amount by which the carrying amount of a long‑lived asset exceeds its fair value. Assets to be disposed of and assets not expected to provide any future service potential to us are recorded at the lower of carrying amount or fair value less cost to sell.
We believe the assumptions used in our undiscounted cash flow analysis to test for impairment are appropriate and result in a reasonable estimate of future cash flows. The undiscounted cash flows from the analysis exceeded the carrying amount of our long-lived assets. The most significant assumptions are the pricing and production estimates used in undiscounted cash flow analysis. Where unproved reserves exist, an appropriately risk-adjusted amount of these reserves may be included in the evaluation. In order to evaluate the sensitivity of the assumptions, we assumed a hypothetical reduction in our production profile and lower pricing during the early years which still showed no impairment. If we experience further declines in oil pricing, increases in our estimated future expenditures or a decrease in our estimated production profile our long-lived assets could be at risk for impairment.
Consolidations / Equity Method of Accounting . The Consolidated Financial Statements include the accounts of our wholly-owned subsidiaries. They also include Kosmos’ share of the undivided interest in certain assets, liabilities, revenues and expenses. Investments in corporate joint ventures, which we exercise significant influence over, are accounted for using the equity method of accounting.
 
Equity method investments are integral to our operations. The other parties, who also have an equity interest in these companies, are independent third parties. Kosmos does not invest in these companies in order to remove liabilities from its balance sheet.  


84


New Accounting Pronouncements
See “Item 8. Financial Statements and Supplementary Data—Note 2—Accounting Policies” for a discussion of recent accounting pronouncements.  
Item 7A.  Qualitative and Quantitative Disclosures About Market Risk
The primary objective of the following information is to provide forward‑looking quantitative and qualitative information about our potential exposure to market risks. The term “market risks” as it relates to our currently anticipated transactions refers to the risk of loss arising from changes in commodity prices and interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward‑looking information provides indicators of how we view and manage ongoing market risk exposures. We enter into market‑risk sensitive instruments for purposes other than to speculate.
We manage market and counterparty credit risk in accordance with our policies. In accordance with these policies and guidelines, our management determines the appropriate timing and extent of derivative transactions. See “Item 8. Financial Statements and Supplementary Data—Note 2—Accounting Policies, Note 9—Derivative Financial Instruments and Note 10—Fair Value Measurements” for a description of the accounting procedures we follow relative to our derivative financial instruments.
The following table reconciles the changes that occurred in fair values of our open derivative contracts during the year ended December 31, 2018 :
 
Derivative Contracts Assets (Liabilities)
 
Commodities
 
Interest Rates
 
Total
 
(In thousands)
Fair value of contracts outstanding as of December 31, 2017
$
(97,036
)
 
$
1,017

 
$
(96,019
)
Acquisition and novation of DGE contracts
(41,139
)
 

 
$
(41,139
)
Changes in contract fair value
29,468

 
492

 
29,960

Contract maturities
139,451

 
(1,509
)
 
137,942

Fair value of contracts outstanding as of December 31, 2018
$
30,744

 
$

 
$
30,744


Commodity Price Risk
The Company’s revenues, earnings, cash flows, capital investments and, ultimately, future rate of growth are highly dependent on the prices we receive for our crude oil, which have historically been very volatile. Substantially all of our oil sales are indexed against Dated Brent, Eugene Island, Heavy Louisiana Sweet and Mars crude.

Commodity Derivative Instruments
We enter into various oil derivative contracts to mitigate our exposure to commodity price risk associated with anticipated future oil production. These contracts currently consist of collars, put options, call options and swaps. In regards to our obligations under our various commodity derivative instruments, if our production does not exceed our existing hedged positions, our exposure to our commodity derivative instruments would increase.

85


Commodity Price Sensitivity
The following table provides information about our oil derivative financial instruments that were sensitive to changes in oil prices as of December 31, 2018 :
 
 
 
 
 
 
 
 
Weighted Average Price per Bbl
 
Asset (Liability)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value at
December 31,
Term
 
Type of Contract
 
Index
 
MBbl
 
Net Deferred Premium Payable/(Receivable)
 
Swap
 
Sold Put
 
Floor
 
Ceiling
 
2018(3)
2019
 
 
 

 
 
 
 
 
 

 
 

 
 

 
 

 
 
January — December
 
Three-way collars
 
Dated Brent
 
10,500

 
$
1.17

 
$

 
$
43.81

 
$
53.33

 
$
73.58

 
$
13,355

January — December
 
Sold calls(1)
 
Dated Brent
 
913

 

 

 

 

 
80.00

 
(9,465
)
January — December
 
Swaps
 
NYMEX WTI
 
1,747

 

 
52.31

 

 

 

 
8,988

January — June
 
Collars
 
NYMEX WTI
 
339

 

 

 

 
57.77

 
63.70

 
3,968

January — December
 
Collars
 
Argus LLS
 
1,000

 

 

 

 
60.00

 
88.75

 
10,390

2020
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

January — December
 
Three-way collars
 
Dated Brent
 
2,000

 
$

 
$

 
$
50.00

 
$
60.00

 
$
90.54

 
$
9,181

January — December
 
Sold calls(1)(2)
 
Dated Brent
 
8,000

 
1.17

 

 

 

 
85.00

 
(6,108
)
______________________________________
(1)
Represents call option contracts sold to counterparties to enhance other derivative positions.
(2)
Deferred premium payable to be paid January - December 2019.
(3)
Fair values are based on the average forward oil prices on December 31, 2018 .
In January and February 2019, we entered into three-way collar contracts for 2.0 MMBbl from January 2020 through December 2020 with a sold put price of $40.00 per barrel, a floor price of $55.00 per barrel and a ceiling price of $75.00 per barrel. The contracts are indexed to Dated Brent prices and have a net deferred premium payable of $2.5 million .
At December 31, 2018 , our open commodity derivative instruments were in a net asset position of $30.7 million. As of December 31, 2018 , a hypothetical 10% price increase in the commodity futures price curves would decrease future pre‑tax earnings by approximately $45.7 million. Similarly, a hypothetical 10% price decrease would increase future pre‑tax earnings by approximately $43.9 million.


86


Interest Rate Sensitivity
At December 31, 2018 , we had indebtedness outstanding under the Facility of $1,325.0 million and the Corporate Revolver of $325.0 million, which bore interest at floating rates. The interest rate on this indebtedness as of December 31, 2018 was approximately 5.8% and 7.5%, respectively. If LIBOR increased 10% at this level of floating rate debt, we would pay an additional $4.2 million in interest expense per year. We pay commitment fees on the $275.0 million of undrawn availability under the Facility and on the $75.0 million of undrawn availability under the Corporate Revolver at December 31, 2018 , which are not subject to changes in interest rates.


87


Item 8.  Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
Page
Consolidated Financial Statements of Kosmos Energy Ltd.:
 


88

Table of Contents

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Kosmos Energy Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Kosmos Energy Ltd. (the Company) as of December 31, 2018 and 2017 , the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2018 , and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 , in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2004.
Dallas, Texas
February 28, 2019


89


Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Kosmos Energy Ltd.
Opinion on Internal Control over Financial Reporting
We have audited Kosmos Energy Ltd.’s internal control over financial reporting as of December 31, 2018 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Kosmos Energy Ltd. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018 , based on the COSO criteria.
As indicated in the accompanying Index item 9A, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Deep Gulf Energy, which is included in the 2018 consolidated financial statements of the Company and constituted 37% of total assets as of December 31, 2018 and 17% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Deep Gulf Energy.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2018 consolidated financial statements of the Company and our report dated February 28, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting appearing in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Dallas, Texas
February 28, 2019


90


KOSMOS ENERGY LTD.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
December 31,
 
2018
 
2017
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
173,515

 
$
233,412

Restricted cash
4,527

 
56,380

Receivables:
 

 
 

Joint interest billings, net
64,572

 
134,565

Oil sales
48,164

 

Related party
5,580

 
780

Other
21,690

 
25,616

Inventories
84,827

 
71,861

Prepaid expenses and other
68,040

 
9,306

Derivatives
38,785

 
1,682

Total current assets
509,700

 
533,602

 
 
 
 
Property and equipment:
 

 
 

Oil and gas properties, net
3,444,864

 
2,310,973

Other property, net
14,837

 
6,855

Property and equipment, net
3,459,701

 
2,317,828

 
 
 
 
Other assets:
 

 
 

Equity method investment
51,896

 
236,514

Restricted cash
7,574

 
15,194

Long-term receivables - joint interest billings
19,002

 
34,941

Deferred financing costs, net of accumulated amortization of $12,065 and $13,951 at December 31, 2018 and December 31, 2017, respectively
8,937

 
2,510

Deferred tax assets
14,004

 
22,517

Derivatives
14,312

 
39

Other
3,063

 
29,458

Total assets
$
4,088,189

 
$
3,192,603

 
 
 
 
Liabilities and shareholders’ equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
176,540

 
$
141,787

Accrued liabilities
195,596

 
219,412

Derivatives
12,172

 
67,531

Total current liabilities
384,308

 
428,730

 
 
 
 
Long-term liabilities:
 

 
 

Long-term debt, net
2,120,547

 
1,282,797

Derivatives
10,181

 
30,209

Asset retirement obligations
145,336

 
66,595

Deferred tax liabilities
477,179

 
476,548

Other long-term liabilities
9,160

 
10,612

Total long-term liabilities
2,762,403

 
1,866,761

 
 
 
 
Shareholders’ equity:
 

 
 

Preference shares, $0.01 par value; 200,000,000 authorized shares; zero issued at December 31, 2018 and December 31, 2017

 

Common stock, $0.01 par value; 2,000,000,000 authorized shares; 442,914,675 and 398,599,457 issued at December 31, 2018 and December 31, 2017, respectively
4,429

 
3,986

Additional paid-in capital
2,341,249

 
2,014,525

Accumulated deficit
(1,167,193
)
 
(1,073,202
)
Treasury stock, at cost, 44,263,269 and 9,188,819 shares at December 31, 2018 and December 31, 2017, respectively
(237,007
)
 
(48,197
)
Total shareholders’ equity
941,478

 
897,112

Total liabilities and shareholders’ equity
$
4,088,189

 
$
3,192,603

See accompanying notes.

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KOSMOS ENERGY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
Years Ended December 31,
 
2018
 
2017
 
2016
Revenues and other income:
 

 
 

 
 

Oil and gas revenue
$
886,666

 
$
578,139

 
$
310,377

Gain on sale of assets
7,666

 

 

Other income, net
8,037

 
58,697

 
74,978

 
 
 
 
 
 
Total revenues and other income
902,369

 
636,836

 
385,355

 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
Oil and gas production
224,727

 
126,850

 
119,367

Facilities insurance modifications, net
6,955

 
(820
)
 
14,961

Exploration expenses
301,492

 
216,050

 
202,280

General and administrative
99,856

 
68,302

 
87,623

Depletion and depreciation
329,835

 
255,203

 
140,404

Interest and other financing costs, net
101,176

 
77,595

 
44,147

Derivatives, net
(31,430
)
 
59,968

 
48,021

(Gain) loss on equity method investments, net
(72,881
)
 
6,252

 

Other expenses, net
(6,501
)
 
5,291

 
23,116

 
 
 
 
 
 
Total costs and expenses
953,229

 
814,691

 
679,919

 
 
 
 
 
 
Loss before income taxes
(50,860
)
 
(177,855
)
 
(294,564
)
Income tax expense (benefit)
43,131

 
44,937

 
(10,784
)
 
 
 
 
 
 
Net loss
$
(93,991
)
 
$
(222,792
)
 
$
(283,780
)
Net loss per share:
 

 
 

 
 

Basic
$
(0.23
)
 
$
(0.57
)
 
$
(0.74
)
Diluted
$
(0.23
)
 
$
(0.57
)
 
$
(0.74
)
Weighted average number of shares used to compute net loss per share:
 

 
 

 
 

Basic
404,585

 
388,375

 
385,402

Diluted
404,585

 
388,375

 
385,402

See accompanying notes.


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KOSMOS ENERGY LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
 
Common Stock
 
Additional Paid-in
 
Accumulated
 
Treasury
 
 
 
Shares
 
Amount 
 
Capital
 
Deficit
 
Stock
 
Total
Balance as of December 31, 2015
393,903

 
$
3,939

 
$
1,933,189

 
$
(564,686
)
 
$
(46,929
)
 
$
1,325,513

Equity-based compensation

 

 
43,391

 
(1,944
)
 

 
41,447

Restricted stock awards and units
1,956

 
20

 
(20
)
 

 

 

Restricted stock forfeitures

 

 
2

 

 
(2
)
 

Purchase of treasury stock

 

 
(1,315
)
 

 
(666
)
 
(1,981
)
Net loss

 

 

 
(283,780
)
 

 
(283,780
)
Balance as of December 31, 2016
395,859

 
3,959

 
1,975,247

 
(850,410
)
 
(47,597
)
 
1,081,199

Equity-based compensation

 

 
40,899

 

 

 
40,899

Restricted stock awards and units
2,740

 
27

 
(27
)
 

 

 

Purchase of treasury stock

 

 
(1,594
)
 

 
(600
)
 
(2,194
)
Net loss

 

 

 
(222,792
)
 

 
(222,792
)
Balance as of December 31, 2017
398,599

 
3,986

 
2,014,525

 
(1,073,202
)
 
(48,197
)
 
897,112

Acquisition of oil and gas properties
34,994

 
350

 
307,594

 

 

 
307,944

Equity-based compensation

 

 
36,464

 

 

 
36,464

Restricted stock awards and units
9,322

 
93

 
(93
)
 

 

 

Purchase of treasury stock

 

 
(17,241
)
 

 
(188,810
)
 
(206,051
)
Net loss

 

 

 
(93,991
)
 

 
(93,991
)
Balance as of December 31, 2018
442,915

 
$
4,429

 
$
2,341,249

 
$
(1,167,193
)
 
$
(237,007
)
 
$
941,478

See accompanying notes.

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KOSMOS ENERGY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)  
 
Years Ended December 31,
 
2018
 
2017
 
2016
Operating activities
 

 
 

 
 

Net loss
$
(93,991
)
 
$
(222,792
)
 
$
(283,780
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
Depletion, depreciation and amortization
339,214

 
265,407

 
150,608

Deferred income taxes
9,145

 
9,505

 
(23,561
)
Unsuccessful well costs
123,199

 
43,201

 
6,079

Change in fair value of derivatives
(29,960
)
 
71,822

 
46,559

Cash settlements on derivatives, net (including $(137.1) million and $38.7 million and $188.0 million on commodity hedges during 2018, 2017, and 2016)
(137,942
)
 
25,888

 
188,895

Equity-based compensation
35,230

 
39,913

 
40,084

Gain on sale of assets
(7,666
)
 

 

Loss on extinguishment of debt
4,324

 

 

Loss on equity method investment, net / (Undistributed equity in earnings)
(45
)
 
6,252

 

Other
2,865

 
5,952

 
13,355

Changes in assets and liabilities:
 
 
 
 
 
(Increase) decrease in receivables
175,954

 
29,365

 
(20,558
)
(Increase) decrease in inventories
8,848

 
1,653

 
(4,107
)
(Increase) decrease in prepaid expenses and other
(18,731
)
 
(31,710
)
 
17,557

Increase (decrease) in accounts payable
7,440

 
(94,434
)
 
(75,487
)
Increase (decrease) in accrued liabilities
(157,393
)
 
86,595

 
(3,567
)
Net cash provided by operating activities
260,491

 
236,617

 
52,077

 
 
 
 
 
 
Investing activities
 
 
 
 
 
Oil and gas assets
(213,806
)

(140,495
)

(535,975
)
Other property
(7,935
)

(2,858
)

(1,998
)
Acquisition of oil and gas properties, net of cash acquired
(961,764
)
 

 

Equity method investment

 
(231,280
)
 

Return of investment from KTIPI
184,664

 

 

Proceeds on sale of assets
13,703

 
222,068

 
210

Net cash used in investing activities
(985,138
)
 
(152,565
)
 
(537,763
)
 
 
 
 
 
 
Financing activities
 
 
 
 
 
Borrowings under long-term debt
1,175,000

 
200,000

 
450,000

Payments on long-term debt
(325,000
)

(250,000
)


Purchase of treasury stock / tax withholdings
(206,051
)

(2,194
)

(1,981
)
Deferred financing costs
(38,672
)

(67
)


Net cash provided by (used in) financing activities
605,277

 
(52,261
)
 
448,019

 
 
 
 
 
 
Net increase (decrease) in cash, cash equivalents and restricted cash
(119,370
)
 
31,791

 
(37,667
)
Cash, cash equivalents and restricted cash at beginning of period
304,986

 
273,195

 
310,862

Cash, cash equivalents and restricted cash at end of period
$
185,616

 
$
304,986

 
$
273,195

 
 
 
 
 
 
Supplemental cash flow information
 

 
 

 
 

Cash paid for:
 

 
 

 
 

Interest, net of capitalized interest
$
83,831

 
$
55,381

 
$
27,860

Income taxes
$
45,984

 
$
48,815

 
$
13,997

 
 
 
 
 
 
Non-cash activity:
 
 
 
 
 
Conversion of joint interest billings receivable to long-term note receivable
$

 
$

 
$
9,814

Contribution to equity method investment
$

 
$
133,893

 
$

Dissolution of equity method investment
$

 
$
(122,407
)
 
$

Common stock issued for acquisition of oil and gas properties
$
307,944

 
$

 
$

 
See accompanying notes.

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KOSMOS ENERGY LTD.
Notes to Consolidated Financial Statements
1. Organization
Kosmos Energy Ltd. changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the "Redomestication") in December 2018. All outstanding common shares of Kosmos Energy Ltd., an exempted company incorporated pursuant to the laws of Bermuda, were automatically converted by operation of law, on a one-for-one basis, into shares of common stock of Kosmos Energy Ltd., a company incorporated pursuant to the laws of Delaware. The number of shares of the Company’s common stock outstanding immediately after the Redomestication was the same as the number of common shares of Kosmos Energy Ltd. outstanding immediately prior to the Redomestication. Kosmos Energy Ltd. was originally incorporated pursuant to the laws of Bermuda in January 2011 to become a holding company for Kosmos Energy Holdings. As part of the Redomestication, we transferred all of our equity interests in Kosmos Energy Holdings to a new, wholly-owned subsidiary, Kosmos Energy Delaware Holdings, LLC, a Delaware limited liability company. As a holding company, Kosmos Energy Ltd.’s management operations are conducted through a wholly-owned subsidiary, Kosmos Energy, LLC. The terms “Kosmos,” the “Company,” “we,” “us,” “our,” “ours,” and similar terms refer to Kosmos Energy Ltd. and its wholly-owned subsidiaries, unless the context indicates otherwise.
Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. Our key assets include production offshore Ghana, Equatorial Guinea and U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. We also maintain a sustainable exploration program balanced between proven basin infrastructure-led exploration (Equatorial Guinea and U.S. Gulf of Mexico), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire, Namibia and Sao Tome and Principe). Kosmos is listed on the New York Stock Exchange (“NYSE”) and London Stock Exchange ("LSE") and is traded under the ticker symbol KOS.
Kosmos is engaged in a single line of business, which is the exploration and production of oil and natural gas. We have operations in four geographic areas: Ghana, Equatorial Guinea, Mauritania/Senegal and the United States of America.
2. Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Kosmos Energy Ltd. and its wholly-owned subsidiaries. They also include the Company’s share of the undivided interest in certain assets, liabilities, revenues and expenses. Investments in corporate joint ventures, which we exercise significant influence over, are accounted for using the equity method of accounting. All intercompany transactions have been eliminated.
Investments in companies that are partially owned by the Company are integral to the Company’s operations. The other parties, who also have an equity interest in these companies, are independent third parties that share in the business results according to their ownership. Kosmos does not invest in these companies in order to remove liabilities from its balance sheet.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from these estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current year presentation. Such reclassifications had no material impact on our reported net income (loss), current assets, total assets, current liabilities, total liabilities, shareholders’ equity or cash flows, except as disclosed related to the adoption of recent accounting pronouncements.

95


Cash, Cash Equivalents and Restricted Cash
 
December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Cash and cash equivalents
$
173,515

 
$
233,412

 
$
194,057

Restricted cash - current
4,527

 
56,380

 
24,506

Restricted cash - long-term
7,574

 
15,194

 
54,632

Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows
$
185,616

 
$
304,986

 
$
273,195

Cash and cash equivalents includes demand deposits and funds invested in highly liquid instruments with original maturities of three months or less at the date of purchase.
In accordance with certain of our petroleum contracts, we have posted letters of credit related to performance guarantees for our minimum work obligations. These letters of credit are cash collateralized in accounts held by us and as such are classified as restricted cash. Upon completion of the minimum work obligations and/or entering into the next phase of the petroleum contract, the requirement to post the existing letters of credit will be satisfied and the cash collateral will be released. However, additional letters of credit may be required should we choose to move into the next phase of certain of our petroleum contracts. As of December 31, 2018 and 2017 , we had $4.5 million and $31.6 million , respectively, of current restricted cash and $7.4 million and $15.2 million , respectively, of long‑term restricted cash used to cash collateralize performance guarantees related to our petroleum contracts. As of December 31, 2018 , we also had $0.2 million in other long-term restricted cash.
In addition, prior to our reserves-based debt facility (the “Facility”) being amended and restated in February 2018, we were required to maintain a restricted cash balance that was sufficient to meet the payment of interest and fees for the next six ‑month period on the 7.875% Senior Secured Notes due 2021 (“Senior Notes”) plus the Corporate Revolver or the Facility, whichever was greater. As of December 31, 2017 , we had $24.8 million in current restricted cash to meet this requirement. Under the amended and restated Facility, we are no longer required to maintain a restricted cash balance provided we are compliant with certain financial covenant ratios.
Receivables
Our receivables consist of joint interest billings, oil and gas sales, related party and other receivables. For our oil sales receivable in Ghana, we require a letter of credit to be posted to secure the outstanding receivable. Receivables from joint interest owners are stated at amounts due, net of any allowances for doubtful accounts. We determine our allowance by considering the length of time past due, future net revenues of the debtor’s ownership interest in oil and natural gas properties we operate, and the owner’s ability to pay its obligation, among other things. We had an allowance for doubtful accounts of $1.2 million and zero in current joint interest billings receivables as of December 31, 2018 and 2017 , respectively.
Inventories
Inventories consisted of $83.4 million (including $22.1 million acquired through the Deep Gulf Energy, (together with its subsidiaries "DGE") acquisition) and $63.5 million of materials and supplies and $1.4 million and $8.4 million of hydrocarbons as of December 31, 2018 and 2017 , respectively. The Company’s materials and supplies inventory primarily consists of casing and wellheads and is stated at the lower of cost, using the weighted average cost method, or net realizable value. We recorded write downs of $0.3 million , $0.9 million and $14.9 million during the years ended December 31, 2018 , 2017 and 2016 for materials and supplies inventories as other expenses, net in the consolidated statements of operations and other in the consolidated statements of cash flows.
Hydrocarbon inventory is carried at the lower of cost, using the weighted average cost method, or net realizable value. Hydrocarbon inventory costs include expenditures and other charges incurred in bringing the inventory to its existing condition. Selling expenses and general and administrative expenses are reported as period costs and excluded from inventory costs.
Exploration and Development Costs
The Company follows the successful efforts method of accounting for its oil and gas properties. Acquisition costs for proved and unproved properties are capitalized when incurred. Costs of unproved properties are transferred to proved properties when a determination that proved reserves have been found. Exploration costs, including geological and geophysical costs and costs of carrying unproved properties, are expensed as incurred. Exploratory drilling costs are capitalized when incurred. If

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exploratory wells are determined to be commercially unsuccessful or dry holes, the applicable costs are expensed and recorded in exploration expense on the consolidated statement of operations. Costs incurred to drill and equip development wells, including unsuccessful development wells, are capitalized. Costs incurred to operate and maintain wells and equipment and to lift oil and natural gas to the surface are expensed as oil and gas production expense.
The Company evaluates unproved property periodically for impairment. The impairment assessment considers results of exploration activities, commodity price outlooks, planned future sales or expiration of all or a portion of such projects. If the quantity of potential future reserves determined by such evaluations is not sufficient to fully recover the cost invested in each project, the Company will recognize an impairment loss at that time.
Depletion, Depreciation and Amortization
Proved properties and support equipment and facilities are depleted using the unit‑of‑production method based on estimated proved oil and natural gas reserves. Capitalized exploratory drilling costs that result in a discovery of proved reserves and development costs are amortized using the unit‑of‑production method based on estimated proved developed oil and natural gas reserves for the related field.
Depreciation and amortization of other property is computed using the straight-line method over the assets’ estimated useful lives (not to exceed the lease term for leasehold improvements), ranging from one to eight years .
 
Years
Depreciated
Leasehold improvements
1 to 8
Office furniture, fixtures and computer equipment
3 to 7
Vehicles
5
Amortization of deferred financing costs is computed using the straight‑line method over the life of the related debt.
Capitalized Interest
Interest costs from external borrowings are capitalized on major projects with an expected construction period of one year or longer. Capitalized interest is added to the cost of the underlying asset and is depleted on the unit‑of‑production method in the same manner as the underlying assets.
Asset Retirement Obligations
The Company accounts for asset retirement obligations as required by ASC 410—Asset Retirement and Environmental Obligations. Under these standards, the fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. If a reasonable estimate of fair value cannot be made in the period the asset retirement obligation is incurred, the liability is recognized when a reasonable estimate of fair value can be made. If a tangible long‑lived asset with an existing asset retirement obligation is acquired, a liability for that obligation is recognized at the asset’s acquisition or in service date. In addition, a liability for the fair value of a conditional asset retirement obligation is recorded if the fair value of the liability can be reasonably estimated. We capitalize the asset retirement costs by increasing the carrying amount of the related long‑lived asset by the same amount as the liability. We record increases in the discounted abandonment liability resulting from the passage of time in depletion and depreciation in the consolidated statement of operations.
Impairment of Long‑lived Assets
The Company reviews its long‑lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable, or at least annually. ASC 360—Property, Plant and Equipment requires an impairment loss to be recognized if the carrying amount of a long‑lived asset is not recoverable and exceeds its fair value. The carrying amount of a long‑lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment shall be based on the carrying amount of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss shall be measured as the amount by which the carrying amount of a long‑lived asset exceeds its fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value less cost to sell.
We believe the assumptions used in our undiscounted cash flow analysis to test for impairment are appropriate and result in a reasonable estimate of future cash flows. The undiscounted cash flows from the analysis exceeded the carrying amount of our long-lived assets. The most significant assumptions are the pricing and production estimates used in undiscounted cash flow

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analysis. Where unproved reserves exist, an appropriately risk-adjusted amount of these reserves may be included in the evaluation. In order to evaluate the sensitivity of the assumptions, we assumed a hypothetical reduction in our production profile which still showed no impairment. If we experience declines in oil pricing, increases in our estimated future expenditures or a decrease in our estimated production profile our long-lived assets could be at risk for impairment.  
Derivative Instruments and Hedging Activities
We utilize oil derivative contracts to mitigate our exposure to commodity price risk associated with our anticipated future oil production. These derivative contracts consist of collars, put options, call options and swaps. We also have used interest rate derivative contracts to mitigate our exposure to interest rate fluctuations related to our long‑term debt. Our derivative financial instruments are recorded on the balance sheet as either assets or liabilities and are measured at fair value. We do not apply hedge accounting to our derivative contracts. See Note 9—Derivative Financial Instruments.
Estimates of Proved Oil and Natural Gas Reserves
Reserve quantities and the related estimates of future net cash flows affect our periodic calculations of depletion and assessment of impairment of our oil and natural gas properties. Proved oil and natural gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future periods from known reservoirs under existing economic and operating conditions. As additional proved reserves are discovered, reserve quantities and future cash flows will be estimated by independent petroleum consultants and prepared in accordance with guidelines established by the Securities and Exchange Commission (“SEC”) and the Financial Accounting Standards Board (“FASB”). The accuracy of these reserve estimates is a function of:
the engineering and geological interpretation of available data;
estimates of the amount and timing of future operating cost, production taxes, development cost and workover cost;
the accuracy of various mandated economic assumptions; and
the judgments of the persons preparing the estimates.
Revenue Recognition
We use the sales method of accounting for oil and gas revenues. Under this method, we recognize revenues on the volumes sold. The volumes sold may be more or less than the volumes to which we are entitled based on our ownership interest in the property. These differences result in a condition known in the industry as a production imbalance. A receivable or liability is recognized only to the extent that we have an imbalance on a specific property greater than the expected remaining proved reserves on such property. As of December 31, 2018 and 2017 , we had no oil and gas imbalances recorded in our consolidated financial statements.
Our oil and gas revenues are recognized when production has been sold to a purchaser at a fixed or determinable price, title has transferred and collectability is probable. Certain revenues are based on provisional price contracts which contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from oil sales at the spot price on the date of sale. The embedded derivative, which is not designated as a hedge, is marked to market through oil and gas revenue each period until the final settlement occurs, which generally is limited to the month after the sale.
Oil and gas revenue is composed of the following:

 
Years Ended December 31,
 
2018
 
2017
 
2016
 
 
Revenues from contracts with customers - Ghana
$
741,033

 
$
590,642

 
$
307,837

Revenues from contracts with customers - U.S. Gulf of Mexico
147,596

 

 

Provisional oil sales contracts
(1,963
)
 
(12,503
)
 
2,540

Oil and gas revenue
$
886,666

 
$
578,139

 
$
310,377



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Equity‑based Compensation
For equity‑based compensation awards, compensation expense is recognized in the Company’s financial statements over the awards’ vesting periods based on their grant date fair value. The Company utilizes (i) the closing stock price on the date of grant to determine the fair value of service vesting restricted stock awards and restricted stock units and (ii) a Monte Carlo simulation to determine the fair value of restricted stock awards and restricted stock units with a combination of market and service vesting criteria. Forfeitures are recognized in the period in which they occur.
Treasury Stock
We record treasury stock purchases at cost. Our treasury stock purchases are from our employees that surrendered shares to the Company to satisfy their statutory tax withholding requirements and are not part of a formal stock repurchase plan. In November 2018, Kosmos repurchased 35 million shares of our common stock from funds affiliated with Warburg Pincus LLC in a privately negotiated transaction at a price per share of $5.38 . The total aggregate purchase price for the share repurchase was approximately  $188 million . The remainder of our treasury stock is forfeited restricted stock awards granted under our long‑term incentive plan.
Income Taxes
The Company accounts for income taxes as required by ASC 740—Income Taxes. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. On a quarterly basis, management evaluates the need for and adequacy of valuation allowances based on the expected realizability of the deferred tax assets and adjusts the amount of such allowances, if necessary.
We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the technical merits of the position. Accordingly, we measure tax benefits from such positions based on the most likely outcome to be realized.
FASB Staff Accounting Bulletin 118 (SAB 118) was issued in January 2018 to address situations where certain aspects of the Tax Reform Act are unclear at issuance of a registrant’s financial statements for the reporting period in which the Tax Reform Act became law. As of December 2018, SAB 118 provisional period has expired and the Company has no further provisional amounts recorded in our financial statements.

Foreign Currency Translation
The U.S. dollar is the functional currency for all of the Company’s material foreign operations. Foreign currency transaction gains and losses and adjustments resulting from translating monetary assets and liabilities denominated in foreign currencies are included in other expenses. Cash balances held in foreign currencies are not significant, and as such, the effect of exchange rate changes is not material to any reporting period.
Concentration of Credit Risk
Our revenue can be materially affected by current economic conditions and the price of oil. However, based on the current demand for crude oil and the fact that alternative purchasers are readily available, we believe that the loss of our marketing agent and/or any of the purchasers identified by our marketing agent would not have a long‑term material adverse effect on our financial position or results of international operations. For our U.S. Gulf of Mexico operations, crude oil and natural gas are transported to customers using third-party pipelines. For the year ended December 31, 2018, revenue from Phillips 66 Company made up approximately 11% of our total consolidated revenue and was included in our U.S. Gulf of Mexico segment.
Recent Accounting Standards
Recently Adopted
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in ASC 605, "Revenue Recognition," and most industry-specific guidance. ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. The new guidance is effective for annual reporting periods beginning after December 15, 2017 for public companies. Entities have the

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option of using either a full retrospective or modified retrospective approach to adopt ASU 2014-09. The Company adopted the new standard during the first quarter of 2018 using the modified retrospective approach and there is no impact to our previously recorded revenue under the new standard.
In March 2018, the FASB issued ASU 2018-05, “Income Taxes (Topic 740).” ASU 2018-05 was issued to include amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No. 118 ("SAB 118") and addresses certain circumstances that may arise for registrants in accounting for the income tax effects of the Tax Cut and Jobs Act (the "Tax Reform Act"), including when certain income tax effects of the Tax Reform Act are incomplete by the time the financial statements are issued. The Company adopted the new standard during the first quarter of 2018 and there was no material impact to our financial statements.
Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 was issued to increase transparency and comparability across organizations by recognizing substantially all leases on the balance sheet through the concept of right-of-use lease assets and liabilities. Under current accounting guidance, lessees do not recognize lease assets or liabilities for leases classified as operating leases. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. In July 2018, the FASB issued ASU 2018-11, which added a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. The Company intends to elect this transitional practical expedient.

In the normal course of business, the Company enters into various lease agreements for real estate and equipment related to its exploration, development and production activities that are currently accounted for as operating leases. The Company continues to evaluate contracts that exist as of the adoption date and performing the necessary calculations to determine the balance sheet impact. At this time, the Company cannot reasonably estimate the financial impact this will have on its consolidated financial statements; however, the Company believes adoption and implementation of this ASU will significantly impact its balance sheet, resulting in an increase in both assets and liabilities relating to its leasing activities.

3. Acquisitions and Divestitures
2018 Transactions

In March 2018, as part of our alliance with BP p.l.c ("BP"), we entered into petroleum contracts covering Blocks 10 and 13 with the Democratic Republic of Sao Tome and Principe. We presently have a 35% participating interest in the blocks and the operator, BP, holds a 50% participating interest. The national petroleum agency, Agencia Nacional Do Petroleo De Sao Tome E Principe ("ANP-STP") has a 15% carried interest in the blocks through exploration. The petroleum contracts cover approximately 13,600 square kilometers, with a first exploration period of four years from the effective date (March 2018). The exploration periods can be extended an additional four years at our election subject to fulfilling specific work obligations. The first exploration period work programs include a 13,500 square kilometer 3D seismic acquisition requirement across the two blocks.

In June 2018, we completed a farm-in agreement with a subsidiary of Ophir Energy plc ("Ophir") for Block EG-24, offshore Equatorial Guinea, whereby we acquired a 40% non-operated participating interest. As part of the agreement, we reimbursed a portion of Ophir's previously incurred exploration costs and will fully carry Ophir's share of the costs of a planned 3D seismic program as well as pay a disproportionate share of the well commitment should we enter the second exploration sub-period. The petroleum contract covers approximately 3,500 square kilometers, with a first exploration period of three years from the effective date (March 2018) which can be extended up to four additional years at our election subject to fulfilling specific work obligations. The first exploration period work program includes a 3,000 square kilometer 3D seismic acquisition requirement which was completed in November 2018. In January 2019, we entered into an agreement to acquire Ophir's remaining interest in the block, subject to customary governmental approvals, which will result in Kosmos owning an 80% interest in Block EG-24.

In September 2018, we completed the acquisition of DGE, a deepwater company operating in the U.S. Gulf of Mexico, from First Reserve Corporation and other shareholders for a total consideration of $1.275 billion , comprised of $952.6 million in cash, $307.9 million in Kosmos common stock and $14.9 million of transaction related costs. We funded the cash portion of the purchase price using cash on hand and drawings under our existing credit facilities. We also received $200.0 million of additional firm commitments under the Facility, which provided further liquidity to the Company. The DGE acquisition was accounted for under the asset acquisition method and the purchase price allocation is shown below. The purchase price allocation was based on the estimated relative fair value of identifiable assets acquired and liabilities assumed.

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The estimated fair value measurements of oil and gas assets acquired and asset retirement obligations liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation. Significant inputs to the valuation of oil and gas properties include estimates of: (i) reserves, (ii) future operating and development costs, (iii) future commodity prices, (iv) future plugging and abandonment costs, (v) estimated future cash flows, and (vi) a market-based weighted average cost of capital rate.

 
 
Purchase Price Allocation
(in thousands)
Fair value of assets acquired:
 
 
Proved oil and gas properties
 
$
1,037,511

Unproved oil and gas properties
 
298,159

Accounts receivable and other
 
180,989

Total assets acquired
 
$
1,516,659

 
 
 
Fair value of liabilities assumed:
 
 
Accrued liabilities and other
 
$
126,530

Asset retirement obligations
 
74,482

Derivative liabilities
 
40,265

Total liabilities assumed
 
$
241,277

 
 
 
Purchase price:
 
 
Cash consideration paid
 
$
952,586

Fair value of common stock(1)
 
307,944

Transaction related costs
 
14,852

Total purchase price
 
$
1,275,382

______________________________________
(1)
Based on 34,993,585 shares of common stock issued at a price of $8.80 per share, which was the opening Kosmos common stock price on September 14, 2018, the closing date of the acquisition.

As a result of the DGE acquisition, we have included $147.6 million of revenues and $30.5 million of direct operating expenses in our consolidated statements of operations for the period from September 14, 2018 to December 31, 2018 .

In October 2018, Kosmos entered into a strategic exploration alliance with Shell Exploration Company B.V. (“Shell”) to jointly explore in Southern West Africa. Initially the alliance will focus on Namibia where Kosmos has completed a farm-in to Shell's acreage in PEL 39, and Sao Tome and Principe where we have entered into exclusive negotiations for Shell to take an interest in Kosmos’ acreage in Blocks 5, 6, 11, and 12. As part of the alliance, the two companies will also jointly evaluate opportunities in adjacent geographies. This alliance is consistent with Kosmos’ strategy of partnering with supermajors to leverage complementary skill sets. Shell has deep expertise in carbonate plays, while Kosmos brings significant knowledge of the Cretaceous in West Africa. Furthermore, by working with Shell, Kosmos has a partner with the expertise to efficiently move exploration successes through the development stage.

2017 Transactions

In December 2016, we announced transactions with affiliates of BP in Mauritania and Senegal following a competitive farm-out process for our interests in our blocks offshore Mauritania and Senegal. The Mauritania and Senegal transactions closed in January 2017 and February 2017, respectively. In Mauritania, BP acquired a 62% participating interest in our four Mauritania licenses (C6, C8, C12 and C13). In Senegal, BP acquired a 49.99% interest in Kosmos BP Senegal Limited ("KBSL"), our majority owned affiliate company which held a 60% participating interest in the Cayar Offshore Profond and Saint Louis Offshore Profond blocks (the "Senegal Blocks") offshore Senegal. Previously we indicated that KBSL would hold a  65%  participating interest upon the completion of our exercise in December 2016 of an option to increase our equity in each

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contract area by  5%  in exchange for carrying Timis Corporation Limited’s (“Timis”) paying interest share of a third well in either contract area, subject to a maximum gross well cost of  $120.0 million . However, we agreed to withdraw the exercise of this call option upon completion of an agreement between BP and Timis by which BP acquired Timis’ entire  30%  participating interest in the Senegal Blocks. The transaction between BP and Timis was completed and KBSL’s participating interest in these blocks remained at  60% . In consideration for these transactions, Kosmos received $162 million in cash up front during the first quarter of 2017 and will receive $228 million exploration and appraisal carry (increased from $221 million upon completion of the transfer of a 30% working interest to BP Senegal Investments Limited), up to $533 million in a development carry and variable consideration up to $2 per barrel for up to 1 billion barrels of liquids, structured as a production royalty, subject to future liquids discovery and prevailing oil prices. The effective date of these transactions was July 1, 2016, with BP paying interim costs from the effective date to the closing dates. We reduced our unproved property balance by  $221.9 million  for the consideration received as a result of these transactions including the upfront cash and interim costs from the transaction date to the effective date. See Note 7—Equity Method Investments for further discussion of our investment in KBSL.

In November 2015, we entered into a line of credit agreement with Timis, whereby Timis had the right to draw up to  $30.0 million  on the line of credit to offset its joint interest billings arising from costs under the Senegal Blocks petroleum agreements. The line of credit agreement was terminated in April 2017 when Timis entered into an agreement with BP to acquire Timis'  30%  participating interest in the Senegal Blocks. As a result of the termination of this credit agreement, Kosmos received  $16 million  in August 2017 representing payment in full of outstanding amounts drawn on the line of credit. 
    
In September 2017, we closed a farm-in agreement with Tullow Mauritania Limited, a subsidiary of Tullow Oil plc (“Tullow”), to acquire a  15%  non-operated participating interest in Block C18 offshore Mauritania. Based on the terms of the agreement, we reimbursed Tullow a portion of past and interim period costs and will partially carry future costs.

In the fourth quarter of 2017, through a joint venture with an affiliate of Trident Energy ("Trident"), we acquired all of the equity interest of Hess International Petroleum Inc., a subsidiary of Hess Corporation ("Hess"), which holds an  85%  paying interest ( 80.75%  revenue interest) in the Ceiba Field and Okume Complex assets. Under the terms of the agreement, Kosmos and Trident each own  50%  of Hess International Petroleum Inc. Hess International Petroleum Inc. was subsequently renamed Kosmos-Trident International Petroleum Inc. ("KTIPI"). Kosmos is primarily responsible for exploration and subsurface evaluation while Trident is primarily responsible for production operations and optimization. The gross acquisition price was  $650 million  effective as of January 1, 2017. After post closing entries Kosmos paid net cash of approximately  $231 million , with a combination of cash on hand and availability under the Facility. The transaction was accounted for as an equity method investment. See Note 7—Equity Method Investments for further discussion of our investment in KTIPI.

In October 2017, we entered into petroleum contracts covering Blocks EG-21, S, and W with the Republic of Equatorial Guinea. We had an  80%  participating interest and were the operator in all  three  blocks. In August 2018, we closed a farm-out agreement with Trident, whereby they acquired a  40% participating interest in blocks EG-21, S, and W, resulting in a $7.7 million gain. After giving effect to the farm-out agreement, we hold a 40% participating interest and remain the operator in all three blocks. The Equatorial Guinean national oil company, Guinea Equatorial De Petroleos ("GEPetrol"), has a  20%  carried participating interest during the exploration period. Should a commercial discovery be made, GEPetrol's  20%  carried interest will convert to a  20%  participating interest. The petroleum contracts cover approximately  6,000  square kilometers, with a first exploration period of five years from the effective date (March 2018). The first exploration period consists of two sub-periods of three and two years, respectively. The first exploration sub-period work program includes a 6,000  square kilometer 3D seismic acquisition requirement across the  three  blocks.

In December 2017, as part of our Alliance with BP, we entered into petroleum contracts covering Blocks CI-526, CI-602, CI-603, CI-707 and CI-708 with the Government of Cote d'Ivoire. We have a 45% participating interest and are the operator in all five blocks. BP has a 45% participating interest in the blocks and the Cote d'Ivoire national oil company, PETROCI Holding ("PETROCI"), currently has a 10% carried interest. The petroleum contracts cover approximately 17,000 square kilometers, with a first exploration period of three years . The first exploration period work program includes a 12,000 square kilometer 3D seismic acquisition across the five blocks.
2016 Transactions
In January and February 2016, we closed farm-in agreements with Equator Exploration Limited (“Equator”), an affiliate of Oando Energy Resources, for Block 5 and Block 12 offshore Sao Tome and Principe. As a result of subsequent farm-outs we currently have a 45% participating interest and operatorship in each block. The national petroleum agency, ANP-STP, has a 15% and 12.5% carried interest in Block 5 and Block 12, respectively.

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In April 2016, we closed a farm-out agreement with Hess Suriname Exploration Limited, a wholly-owned subsidiary of the Hess Corporation (“Hess”), covering the Block 42 contract area offshore Suriname. Under the terms of the agreement, Hess acquired a one-third non-operated interest in Block 42 from both Chevron and Kosmos. As part of the agreement, Hess funded the cost of acquiring and processing a 6,500 square kilometer 3D seismic survey, subject to a maximum spend. Additionally, Hess will disproportionately fund a portion of the first exploration well in the Block 42 contract area, subject to a maximum spend, contingent upon the partnership entering the next phase of the exploration period. The new participating interests are one-third to each of Kosmos, Chevron and Hess, respectively. Kosmos remains the operator. Staatsolie Maatschappij Suriname N.V. (“Staatsolie”), Suriname’s national oil company, has the option to back into the contract with an interest of not more than 10% upon approval of a development plan.
In May 2016, Kosmos and Capricorn Exploration and Development Company Limited, a wholly-owned subsidiary of Cairn Energy PLC (“Cairn”) executed a petroleum agreement with the Office National des Hydrocarbures et des Mines ("ONHYM"), the national oil company of the Kingdom of Morocco, for the Boujdour Maritime block. The Boujdour Maritime petroleum agreement largely replaces the acreage covered by the Cap Boujdour petroleum agreement which expired in March 2016. Under the terms of the petroleum agreement, Kosmos is the operator of the Boujdour Maritime block and has a 55% participating interest, Cairn has a 20% participating interest, and ONHYM holds a 25% carried interest in the block through the exploration period. In November 2017, we provided to our co-venturers a notice of withdrawal from the Boujdour Maritime block offshore Western Sahara and transferred its participating interest and operatorship to ONHYM. Certain transition services are being provided to ONHYM as part of the handover of operatorship. In order to complete our obligations under the petroleum contract, we funded the remainder of the seismic program.
In September 2016, we entered into an agreement by which BP agreed to pay Kosmos $30 million in lieu of drilling an exploration well and assigned its 45% participating interest in the Essaouira Offshore Block back to us, and the Moroccan government issued joint ministerial orders approving the assignment in October 2016, making it effective. After giving effect to the assignment, our participating interest is 75% in the Essaouria Offshore block and we remain the operator. The $30 million payment was received from BP in January 2017. In August 2018, we provided to the Office National Des Hydrocarbures et des Mines ("ONHYM") a notice to abandon the Essaouira Offshore block, located offshore Morocco, at the end of the current exploration phase (November 2018).

In October 2016, we entered into a petroleum contract covering Block C6 with the Islamic Republic of Mauritania. As a result of a subsequent farm-out we have a 28% participating interest and provide technical exploration services to BP, the operator. The Mauritanian national oil company, Societe Mauritanienne des Hydrocarbures et de Patrimoine Minier (“SMHPM”), currently has a 10% carried participating interest during the exploration period. Block C6 currently comprises approximately 1.1 million acres ( 4,300 square kilometers), with a first exploration period of four years from the effective date (October 28, 2016). The first exploration phase includes a 2,000 square kilometer 3D seismic requirement.
In December 2016, Kosmos closed a farm-out agreement with a subsidiary of Galp Energia SGPS S.A. (“Galp”) to farm-out a 20% non-operated stake of the Company’s interest in Blocks 5, 11, and 12 offshore Sao Tome and Principe. Based on the terms of the agreement, Galp paid a proportionate share of Kosmos’ past costs in the form of a partial carry on the 3D seismic survey which was completed in August 2017.

4. Joint Interest Billings and Related Party Receivables
The Company’s joint interest billings consist of receivables from partners with interests in common oil and gas properties operated by the Company. Joint interest billings are classified on the face of the consolidated balance sheets as current and long-term receivables based on when collection is expected to occur.
In 2014, the Ghana National Petroleum Corporation (“GNPC”) notified us and our block partners of its request for the contractor group to pay GNPC’s 5% share of the Tweneboa, Enyenra and Ntomme (“TEN”) development costs. The block partners are being reimbursed for such costs plus interest out of a portion of GNPC’s TEN production revenues. As of December 31, 2018 and 2017 , the current portion of the joint interest billing receivables due from GNPC for the TEN fields development costs were $14.0 million and $15.2 million , respectively, and the long-term portion were $14.0 million and $31.6 million .
The Company's related party receivables consists primarily of receivables from Trident who, until January 2019, owned a 50% interest in KTIPI. As of December 31, 2018 the balance due from Trident consists of $5.6 million related to joint interest billings for the exploration blocks and Kosmos' support of KTIPI operations.


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5. Property and Equipment
Property and equipment is stated at cost and consisted of the following:
 
December 31,
 
2018
 
2017
 
(In thousands)
Oil and gas properties:
 

 
 

Proved properties
$
2,773,276

 
$
1,653,616

Unproved properties
759,472

 
465,109

Support equipment and facilities
1,463,213

 
1,427,054

Total oil and gas properties
4,995,961

 
3,545,779

Accumulated depletion
(1,551,097
)
 
(1,234,806
)
Oil and gas properties, net
3,444,864

 
2,310,973

 
 
 
 
Other property
51,987

 
39,405

Accumulated depreciation
(37,150
)
 
(32,550
)
Other property, net
14,837

 
6,855

 
 
 
 
Property and equipment, net
$
3,459,701

 
$
2,317,828

We recorded depletion expense of $316.3 million , $244.9 million and $131.5 million and depreciation expense of $4.6 million , $3.4 million and $3.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.
 
6. Suspended Well Costs
The Company capitalizes exploratory well costs as unproved properties within oil and gas properties until a determination is made that the well has either found proved reserves or is impaired. If proved reserves are found, the capitalized exploratory well costs are reclassified to proved properties. Well costs are charged to exploration expense if the exploratory well is determined to be impaired.
The following table reflects the Company’s capitalized exploratory well costs on completed wells as of and during the years ended December 31, 2018 , 2017 and 2016 . The table excludes $65.6 million , $43.2 million and $2.4 million in costs that were capitalized and subsequently expensed during the same year for the years ended December 31, 2018 , 2017 and 2016 , respectively. During 2017, the exploratory well costs associated with the Mahogany and Teak fields were reclassified to proved property as they were unitized into the Jubilee Unit as part of the Greater Jubilee Full Field Development Plan.
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Beginning balance 
$
410,113

 
$
734,463

 
$
426,881

Additions to capitalized exploratory well costs pending the determination of proved reserves 
10,518

 
69,567

 
307,582

Additions associated with the acquisition of DGE
26,224

 

 

Reclassification due to determination of proved reserves(1)
(26,224
)
 
(176,881
)
 

Divestitures(2)

 
(206,400
)
 

Contribution of oil and gas property to equity method investment - KBSL

 
(131,764
)
 

Dissolution of equity method investment - KBSL

 
121,128

 

Capitalized exploratory well costs charged to expense(3) 
(52,966
)
 

 

Ending balance 
$
367,665

 
$
410,113

 
$
734,463

______________________________________
(1)
Represents the reclassification of Nearly Headless Nick well costs associated with the DGE acquisition in 2018 and inclusion of the Mahogany and Teak discoveries in the Jubilee Unit in 2017.

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(2)
Represents the reduction in basis of suspended well costs associated with the Mauritania and Senegal transactions with BP
(3)
Primarily related to Akasa and Wawa as we wrote off $38.1 million and $13.6 million , respectively, of previously capitalized costs exploratory well costs to exploration expense during the third quarter of 2018. These impairments are included in our Ghana segment.
The following table provides aging of capitalized exploratory well costs based on the date drilling was completed and the number of projects for which exploratory well costs have been capitalized for more than one year since the completion of drilling:
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands, except well counts)
Exploratory well costs capitalized for a period of one year or less
$

 
$
67,159

 
$
279,809

Exploratory well costs capitalized for a period of one to two years
299,253

 
291,252

 
244,804

Exploratory well costs capitalized for a period of three years or longer
68,412

 
51,702

 
209,850

Ending balance
$
367,665

 
$
410,113

 
$
734,463

Number of projects that have exploratory well costs that have been capitalized for a period greater than one year
3

 
5

 
5

As of December 31, 2018 , the projects with exploratory well costs capitalized for more than one year since the completion of drilling are related to the Greater Tortue discovery which crosses the Mauritania and Senegal maritime border and BirAllah discovery (formerly known as the Marsouin discovery) in Block C8 offshore Mauritania and the Teranga discovery in the Cayar Offshore Profond block offshore Senegal.
Greater Tortue Ahmeyim Project — In May 2015, we completed the Tortue-1 exploration well in Block C8 offshore Mauritania which encountered hydrocarbon pay. Two additional wells were drilled in the Greater Tortue Ahmeyim project area, Ahmeyim-2 in Mauritania and Guembeul-1 in Senegal. We completed a drill stem test on the Tortue‑1 well in August 2017, which confirmed the production capabilities of the Greater Tortue Ahmeyim project. Data acquired from the drill stem test was used to further optimize field development and to refine process design parameters critical to the FEED process. In December 2018, we made a final investment decision to develop the Greater Tortue Ahmeyim project.
BirAllah Discovery — In November 2015, we completed the Marsouin-1 exploration well (renamed BirAllah) in the northern part of Block C8 offshore Mauritania which encountered hydrocarbon pay. Following additional evaluation, a decision regarding commerciality is expected be made.
Yakaar and Teranga Discoveries — In May 2016, we completed the Teranga-1 exploration well in the Cayar Offshore Profond block offshore Senegal which encountered hydrocarbon pay. In June 2017, we completed the Yakaar-1 exploration well in the Cayar Offshore Profond block offshore Senegal which encountered hydrocarbon pay. In November 2017, an integrated Yakaar-Teranga appraisal plan was submitted. An appraisal well is scheduled in 2019 to further evaluate the discovery. Following additional evaluation, a decision regarding commerciality is expected to be made.

7. Equity Method Investments
Kosmos BP Senegal Limited

As part of our transaction in Senegal with BP in February 2017, our participating interests in the Cayar Offshore Profond and Saint Louis Offshore Profond blocks ("Senegal Blocks") were contributed to KBSL, a corporate joint venture in which we owned a 50.01% interest which was accounted for under the equity method of accounting.

In October 2017, KBSL transferred a  30%  participating interest in the Senegal Blocks to BP Senegal Investments Limited in exchange for its outstanding shares of KBSL. As a result, KBSL became a wholly-owned subsidiary of Kosmos, and no longer is accounted for under the equity method of accounting. After the transfer, KBSL has a  30%  working interest in the Senegal Blocks.

Our initial contribution to KBSL was $133.9 million , which was recorded at our carrying costs. Our share of losses in KBSL during the period it was accounted for as an equity method investment is reflected in our consolidated statements of operations as (Gain) loss on equity method investments, net . During the year ended December 31, 2017, we recognized $11.5 million related to our share of losses in KBSL.

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Equatorial Guinea

As part of our acquisition of KTIPI, a corporate joint venture entity in which we owned a 50% interest, we acquired an indirect participating interest in Block G offshore Equatorial Guinea. The objective of this transaction was to acquire the Ceiba Field and Okume Complex with the intent to optimize production and increase reserves. Below is a summary of financial information for KTIPI.


 
December 31,
 
2018
 
2017
 
(In thousands)
Assets
 
 
 

Total current assets
$
149,950

 
$
179,070

Property and equipment, net
271,627

 
345,611

Other assets
21

 
567

Total assets
$
421,598

 
$
525,248

 
 
 
 
Liabilities and shareholders' deficit
 
 
 
Total current liabilities
$
226,311

 
$
106,769

Total long term liabilities
536,178

 
565,591

Shareholders' deficit:
 
 
 
Total shareholders' deficit
(340,891
)
 
(147,112
)
Total liabilities and shareholders' deficit
$
421,598

 
$
525,248


 
Year Ended December 31, 2018
 
Period
November 28, 2017 through
December 31, 2017
 
(In thousands)
Revenues and other income:
 
 
 

Oil and gas revenue
$
721,299

 
$
54,615

Other income
(477
)
 
294

Total revenues and other income
720,822

 
54,909

 
 
 
 
Costs and expenses:
 
 
 
Oil and gas production
147,685

 
15,509

Depletion and depreciation
126,983

 
10,738

Other expenses, net
429

 
(19
)
Total costs and expenses
275,097

 
26,228

 
 
 
 
Income before income taxes
445,725

 
28,681

Income tax expense
156,981

 
6,588

Net income
$
288,744

 
$
22,093

 
 
 
 
Kosmos' share of net income
$
144,372

 
$
11,046

Basis difference amortization(1)
71,491

 
5,812

Equity in earnings - KTIPI
$
72,881

 
$
5,234

______________________________________

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(1)
The basis difference, which is associated with oil and gas properties and subject to amortization, has been allocated to the Ceiba Field and Okume Complex. We amortize the basis difference using the unit-of-production method.

When evaluating our equity method investments for impairment, we review our ability to recover the carrying amount of such investments or the entity’s ability to sustain earnings that justify its carrying amount. As of December 31, 2018, we determined that we had the ability to recover the carrying amount of our equity method investment in KTIPI. As such, no impairment has been recorded. Our initial investment has been increased for our net share of equity in earnings as adjusted for our basis differential and reduced by cash dividends received. During the year ended December 31, 2018, we received  $257.5 million  of cash dividends from KTIPI.

With an effective date of January 1, 2019, our outstanding shares in KTIPI were transferred to Trident in exchange for a 40.375% undivided interest in the Ceiba Field and Okume Complex. As a result, our interest in the Ceiba Field and Okume Complex will be accounted for under the proportionate consolidation method of accounting going forward.

8. Debt
 
December 31,
 
2018
 
2017
 
(In thousands)
Outstanding debt principal balances:
 

 
 

Facility
$
1,325,000

 
$
800,000

Corporate Revolver
325,000

 

Senior Notes
525,000

 
525,000

Total
2,175,000

 
1,325,000

Unamortized deferred financing costs and discounts(1)
(54,453
)
 
(42,203
)
Long-term debt, net
$
2,120,547

 
$
1,282,797

________________________________________
(1)
Includes $40.5 million and $23.6 million of unamortized deferred financing costs related to the Facility and $14.0 million and $18.6 million of unamortized deferred financing costs and discounts related to the Senior Notes as of December 31, 2018 and December 31, 2017 , respectively.
Facility
In February 2018, the Company amended and restated the Facility with a total commitment of  $1.5 billion  from a number of financial institutions with additional commitments up to  $0.5 billion being available if the existing financial institutions increase their commitments or if commitments from new financial institutions are added. In November 2018, the Company exercised its option with  existing financial institutions to provide the Company with an additional commitment of  $100 million  in the aggregate under the Facility. The borrowing base calculation includes value related to the Jubilee, TEN, Ceiba and Okume fields. The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. As part of the debt refinancing in February 2018, the repayment of borrowings under the existing facility attributable to financial institutions that did not participate in the amended Facility was accounted for as an extinguishment of debt, and  $4.1 million  of existing unamortized debt issuance costs and deferred interest attributable to those participants was expensed in interest and other financing costs, net . As of  December 31, 2018 , we have  $40.5 million  of unamortized issuance costs related to the Facility, which will be amortized over the remaining term of the Facility. In December 2018, the Company entered into letter agreements with existing financial institutions, which provided the Company with an additional commitment of  $100 million  in the aggregate under the Facility effective January 31, 2019. This took the total commitments to $1.7 billion as of January 31, 2019.
As of December 31, 2018 , borrowings under the Facility totaled $1,325.0 million and the undrawn availability under the Facility was $375.0 million , which includes the additional commitments as referenced above. Interest is the aggregate of the applicable margin ( 3.25% to 4.50% , depending on the length of time that has passed from the date the Facility was entered into) and LIBOR . Interest is payable on the last day of each interest period (and, if the interest period is longer than six months , on the dates falling at six-month intervals after the first day of the interest period). We pay commitment fees on the undrawn and unavailable portion of the total commitments, if any. As part of the amendment and restatement process in February 2018, commitment fees were lowered from 40% to 30% per annum of the then-applicable respective margin when a commitment is available for utilization and, equal to 20% per annum of the then-applicable respective margin when a commitment is not available for utilization. We

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recognize interest expense in accordance with ASC 835—Interest, which requires interest expense to be recognized using the effective interest method. We determined the effective interest rate based on the estimated level of borrowings under the Facility.
The Facility provides a revolving credit and letter of credit facility. The availability period for the revolving credit facility, as amended in February 2018 expires one month prior to the final maturity date. The letter of credit facility expires on the final maturity date. The available facility amount is subject to borrowing base constraints and, beginning on March 31, 2022, outstanding borrowings will be constrained by an amortization schedule. The Facility has a final maturity date of March 31, 2025. As of December 31, 2018 , we had no letters of credit issued under the Facility.
Kosmos has the right to cancel all the undrawn commitments under the amended and restated Facility. The amount of funds available to be borrowed under the Facility, also known as the borrowing base amount, is determined each year on March 31, as amended. The borrowing base amount is based on the sum of the net present value of net cash flows and relevant capital expenditures reduced by certain percentages as well as value attributable to certain assets’ reserves and/or resources in Ghana and Equatorial Guinea.
If an event of default exists under the Facility, the lenders can accelerate the maturity and exercise other rights and remedies, including the enforcement of security granted pursuant to the Facility over certain assets held by our subsidiaries. The Facility contains customary cross default provisions.
We were in compliance with the financial covenants contained in the Facility as of the September 30, 2018 (the most recent assessment date).
Corporate Revolver
In August 2018, we amended and restated the Corporate Revolver maintaining the borrowing capacity at $400.0 million , extending the maturity date from November 2018 to May 2022 and lowering the margin 100 basis points to 5% . This resulted in lower commitment fees on the undrawn portion of the total commitments, which is 30% per annum of the respective margin. The Corporate Revolver is available for general corporate purposes and for oil and gas exploration, appraisal and development programs. As of December 31, 2018 , we have $8.9 million of net deferred financing costs related to the Corporate Revolver, which will be amortized over the remaining term. These deferred financing costs are included in the Other assets section of our consolidated balance sheets.
As of December 31, 2018 , borrowings under the Corporate Revolver totaled $325.0 million and the undrawn availability under the Corporate Revolver was $75.0 million .
Interest is the aggregate of the applicable margin ( 5.0% ); LIBOR ; and mandatory cost (if any, as defined in the Corporate Revolver). Interest is payable on the last day of each interest period (and, if the interest period is longer than six months , on the dates falling at six‑month intervals after the first day of the interest period). We pay commitment fees on the undrawn portion of the total commitments. Commitment fees for the lenders are equal to 30% per annum of the respective margin when a commitment is available for utilization.
The Corporate Revolver, as amended in August 2018 , expires on May 31, 2022 . The available amount is not subject to borrowing base constraints. Kosmos has the right to cancel all the undrawn commitments under the Corporate Revolver. The Company is required to repay certain amounts due under the Corporate Revolver with sales of certain subsidiaries or sales of certain assets. If an event of default exists under the Corporate Revolver, the lenders can accelerate the maturity and exercise other rights and remedies, including the enforcement of security granted pursuant to the Corporate Revolver over certain assets held by us.
We were in compliance with the financial covenants contained in the Corporate Revolver as of September 30, 2018 (the most recent assessment date). The Corporate Revolver contains customary cross default provisions.
Revolving Letter of Credit Facility
In July 2013, we entered into a revolving letter of credit facility agreement (“LC Facility”). The size of the LC Facility was $75.0 million , as amended in July 2015, with additional commitments up to $50.0 million being available if the existing lender increases its commitment or if commitments from new financial institutions are added. The LC Facility provides that we maintain cash collateral in an amount equal to at least 75% of all outstanding letters of credit under the LC Facility, provided that during the period of any breach of certain financial covenants, the required cash collateral amount shall increase to 100% .
In July 2016, we amended and restated the LC Facility, extending the maturity date to July 2019. Other amendments included increasing the margin from 0.5% to 0.8% per annum on amounts outstanding, adding a commitment fee payable quarterly

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in arrears at an annual rate equal to 0.65% on the available commitment amount and providing for issuance fees to be payable to the lender per new issuance of a letter of credit. We may voluntarily cancel any commitments available under the LC Facility at any time. During the first quarter of 2017, the LC Facility size was increased to $115.0 million and in April 2017, we reduced the size of our LC Facility to $70 million . In February 2018, the LC Facility was increased to $73 million to facilitate the issuance of additional letters of credit. In July 2018 and December 2018, the LC Facility size was voluntarily reduced to $40.0 million and $20.0 million , respectively, based on the expiration of several large outstanding letters of credit. As of December 31, 2018 , there were seven outstanding letters of credit totaling $14.4 million under the LC Facility. The LC Facility contains customary cross default provisions.
7.875% Senior Secured Notes due 2021
 
During August 2014, the Company issued $300.0 million of Senior Notes and received net proceeds of approximately $292.5 million after deducting discounts, commissions and deferred financing costs. The Company used the net proceeds to repay a portion of the outstanding indebtedness under the Facility and for general corporate purposes.
 
During April 2015, we issued an additional $225.0 million of Senior Notes and received net proceeds of $206.8 million after deducting discounts, commissions and other expenses. We used the net proceeds to repay a portion of the outstanding indebtedness under the Facility and for general corporate purposes. The additional $225.0 million of Senior Notes have identical terms to the initial  $300.0 million Senior Notes, other than the date of issue, the initial price, the first interest payment date and the first date from which interest accrued.
 
The Senior Notes mature on August 1, 2021. Interest is payable semi-annually in arrears each February 1 and August 1 commencing on February 1, 2015 for the initial $300.0 million Senior Notes and August 1, 2015 for the additional $225.0 million Senior Notes. The Senior Notes are secured (subject to certain exceptions and permitted liens) by a first ranking fixed equitable charge on all shares held by us in our wholly-owned subsidiary, Kosmos Energy Holdings. The Senior Notes are currently guaranteed on a subordinated, unsecured basis by our existing restricted subsidiaries that guarantee the Facility and the Corporate Revolver, and, in certain circumstances, the Senior Notes will become guaranteed by certain of our other existing or future restricted subsidiaries (the “Guarantees”).
 
Redemption and Repurchase .  On or after August 1, 2017, the Company may redeem all or a part of the Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest:
Year
 
Percentage
On or after August 1, 2018, but before August 1, 2019
 
102.0
%
On or after August 1, 2019 and thereafter
 
100.0
%
 
We may also redeem the Senior Notes in whole, but not in part, at any time if changes in tax laws impose certain withholding taxes on amounts payable on the Senior Notes at a price equal to the principal amount of the Senior Notes plus accrued interest and additional amounts, if any, as may be necessary so that the net amount received by each holder after any withholding or deduction on payments of the Senior Notes will not be less than the amount such holder would have received if such taxes had not been withheld or deducted.
 
Upon the occurrence of a change of control triggering event as defined under the Indenture, the Company will be required to make an offer to repurchase the Senior Notes at a repurchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase.
 
If we sell assets, under certain circumstances outlined in the Indenture, we will be required to use the net proceeds to make an offer to purchase the Senior Notes at an offer price in cash in an amount equal to 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

Covenants.  The Indenture restricts our ability and the ability of our restricted subsidiaries to, among other things: incur or guarantee additional indebtedness, create liens, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, make investments or certain other restricted payments, sell assets, enter into agreements that restrict the ability of our subsidiaries to make dividends or other payments to us, enter into transactions with affiliates, or effect certain consolidations, mergers or amalgamations. These covenants are subject to a number of important qualifications and exceptions. Certain of these covenants will be terminated if the Senior Notes are assigned an investment grade rating by both Standard & Poor’s Rating Services and Fitch Ratings Inc. and no default or event of default has occurred and is continuing.

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Collateral.  The Senior Notes are secured (subject to certain exceptions and permitted liens) by a first ranking fixed equitable charge on all currently outstanding shares, additional shares, dividends or other distributions paid in respect of such shares or any other property derived from such shares, in each case held by us in relation to our wholly-owned subsidiary, Kosmos Energy Holdings, pursuant to the terms of the Charge over Shares of Kosmos Energy Delaware Holdings, LLC dated as of December 20, 2018, among Kosmos Energy Delaware Holdings, LLC, Credit Agricole Corporate and Investment Bank, as Security and Intercreditor Agent, and Wilmington Trust, National Association, as Trustee to the Senior Notes. The Senior Notes share pari passu in the benefit of such equitable charge based on the respective amounts of the obligations under the Indenture and the amount of obligations under the Corporate Revolver. The Guarantees are not secured.
At December 31, 2018 , the estimated repayments of debt during the five years and thereafter are as follows:
 
Payments Due by Year
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
 
(In thousands)
Principal debt repayments(1)
$
2,175,000

 
$


$


$
685,600


$
614,100


$
305,100


$
570,200

(1)
Includes the scheduled principal maturities for the $525.0 million aggregate principal amount of Senior Notes issued in August 2014 and April 2015, borrowings under the Facility and the Corporate Revolver. The scheduled maturities of debt related to the Facility are based on, as of December 31, 2018 , our level of borrowings and our estimated future available borrowing base commitment levels in future periods. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter.
Interest and other financing costs, net
Interest and other financing costs, net incurred during the period comprised of the following:
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Interest expense
$
114,134

 
$
92,687

 
$
89,029

Amortization—deferred financing costs
9,379

 
10,204

 
10,204

Loss on extinguishment of debt
4,324

 

 

Capitalized interest
(28,331
)
 
(30,282
)
 
(59,803
)
Deferred interest
(1,138
)
 
2,577

 
(581
)
Interest income
(3,455
)
 
(3,422
)
 
(1,954
)
Other, net
6,263

 
5,831

 
7,252

Interest and other financing costs, net
$
101,176

 
$
77,595

 
$
44,147

 
9. Derivative Financial Instruments
We use financial derivative contracts to manage exposures to commodity price and interest rate fluctuations. We do not hold or issue derivative financial instruments for trading purposes.
We manage market and counterparty credit risk in accordance with our policies and guidelines. In accordance with these policies and guidelines, our management determines the appropriate timing and extent of derivative transactions. We have included an estimate of non-performance risk in the fair value measurement of our derivative contracts as required by ASC 820—Fair Value Measurements and Disclosures.

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Oil Derivative Contracts
The following table sets forth the volumes in barrels underlying the Company’s outstanding oil derivative contracts and the weighted average prices per Bbl for those contracts as of December 31, 2018 . Volumes and weighted average prices are net of any offsetting derivative contracts entered into.
 
 
 
 
 
 
 
 
Weighted Average Price per Bbl
Term

Type of Contract

Index
 
MBbl

Net Deferred Premium Payable/(Receivable)

Swap

Sold Put

Floor

Ceiling
2019:

 


 
 


 


 


 


 


 

January — December

Three-way collars

Dated Brent
 
10,500


$
1.17


$


$
43.81


$
53.33


$
73.58

January — December
 
Sold calls(1)
 
Dated Brent
 
913

 

 

 

 

 
80.00

January — December
 
Swaps
 
NYMEX WTI
 
1,747

 

 
52.31

 

 

 

January — June

Collars

NYMEX WTI
 
339








57.77


63.70

January — December

Collars

Argus LLS
 
1,000








60.00


88.75

2020:

 


 
 


 


 


 


 


 

January — December

Three-way collars

Dated Brent
 
2,000


$


$


$
50.00


$
60.00


$
90.54

January — December

Sold calls(1)(2)

Dated Brent
 
8,000


1.17








85.00

______________________________________
(1)
 Represents call option contracts sold to counterparties to enhance other derivative positions.
(2)
Deferred premium payable to be paid January - December 2019.
In January and February 2019, we entered into three-way collar contracts for 2.0 MMBbl from January 2020 through December 2020 with a sold put price of $40.00 per barrel, a floor price of $55.00 per barrel and a ceiling price of $75.00 per barrel. The contracts are indexed to Dated Brent prices and have a net deferred premium payable of $2.5 million .
See Note 10—Fair Value Measurements for additional information regarding the Company’s derivative instruments.
The following tables disclose the Company’s derivative instruments as of December 31, 2018 and 2017 and gain/(loss) from derivatives during the years ended December 31, 2018 , 2017 and 2016 .
 
 
 
 
Estimated Fair Value Asset (Liability)
 
 
    
 
December 31,
Type of Contract 
 
Balance Sheet Location
 
2018
 
2017
 
 
 
 
(In thousands)
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
Derivative assets:
 
 
 
 
 
 
Commodity(1)
 
Derivatives assets—current
 
$
38,785

 
$
665

Interest rate
 
Derivatives assets—current
 

 
1,017

Commodity(2)
 
Derivatives assets—long-term
 
14,312

 
39

Derivative liabilities:
 
 
 
 
 
 
Commodity(3)
 
Derivatives liabilities—current
 
(12,172
)
 
(67,531
)
Commodity(4)
 
Derivatives liabilities—long-term
 
(10,181
)
 
(30,209
)
Total derivatives not designated as hedging instruments
 
 
 
$
30,744

 
$
(96,019
)
______________________________________
(1)
Includes $0.4 million and zero as of December 31, 2018 and December 31, 2017, respectively which represents our provisional oil sales contract. Also, includes net deferred premiums payable of $1.6 million and net deferred premiums receivable of $0.8 million related to commodity derivative contracts as of December 31, 2018 and 2017 , respectively.

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(2)
Includes net deferred premiums payable of $1.3 million and net deferred premiums receivable of $0.1 million related to commodity derivative contracts as of December 31, 2018 and 2017 , respectively.
(3)
Includes net deferred premiums payable of $18.0 million and $5.6 million related to commodity derivative contracts as of December 31, 2018 and 2017 , respectively.
(4)
Includes net deferred premiums payable of $0.5 million and $4.8 million related to commodity derivative contracts as of December 31, 2018 and 2017 , respectively.
 
 
 
 
Amount of Gain/(Loss)
 
 
 
 
Years Ended December 31,
Type of Contract
 
Location of Gain/(Loss)
 
2018
 
2017
 
2016
 
 
 
 
(In thousands)
Derivatives not designated as hedging instruments:
 
 
 
 

 
 

 
 

Commodity(1)
 
Oil and gas revenue
 
$
(1,963
)
 
$
(12,502
)
 
$
2,538

Commodity
 
Derivatives, net
 
31,430

 
(59,968
)
 
(48,021
)
Interest rate
 
Interest expense
 
493

 
648

 
(1,076
)
Total derivatives not designated as hedging instruments
 
 
 
$
29,960

 
$
(71,822
)
 
$
(46,559
)
______________________________________
(1)
Amounts represent the change in fair value of our provisional oil sales contracts.

Offsetting of Derivative Assets and Derivative Liabilities
Our derivative instruments which are subject to master netting arrangements with our counterparties only have the right of offset when there is an event of default. As of December 31, 2018 and 2017 , there was not an event of default and, therefore, the associated gross asset or gross liability amounts related to these arrangements are presented on the consolidated balance sheets.

10. Fair Value Measurements
In accordance with ASC 820—Fair Value Measurements and Disclosures, fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. We prioritize the inputs used in measuring fair value into the following fair value hierarchy:
Level 1—quoted prices for identical assets or liabilities in active markets.
Level 2—quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data by correlation or other means.
Level 3—unobservable inputs for the asset or liability. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2018 and 2017 , for each fair value hierarchy level:

112


 
Fair Value Measurements Using:
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other
Observable Inputs
 
Significant Unobservable Inputs
 
 
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
(In thousands)
December 31, 2018
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Commodity derivatives
$

 
$
53,097

 
$

 
$
53,097

Liabilities:
 

 
 

 
 

 
 

Commodity derivatives

 
(22,353
)
 

 
(22,353
)
Total
$

 
$
30,744

 
$

 
$
30,744

December 31, 2017
 

 
 
 
 
 
 
Assets:
 

 
 
 
 
 
 
Commodity derivatives
$

 
$
704

 
$

 
$
704

Interest rate derivatives

 
1,017

 

 
1,017

Liabilities:
 
 
 
 
 
 
 
Commodity derivatives

 
(97,740
)
 

 
(97,740
)
Total
$

 
$
(96,019
)
 
$

 
$
(96,019
)
The book values of cash and cash equivalents and restricted cash approximate fair value based on Level 1 inputs. Joint interest billings, oil sales, related party and other receivables, and accounts payable and accrued liabilities approximate fair value due to the short‑term nature of these instruments. Our long‑term receivables, after any allowances for doubtful accounts, and other long-term assets approximate fair value. The estimates of fair value of these items are based on Level 2 inputs.
Commodity Derivatives
Our commodity derivatives represent crude oil collars, put options, call options and swaps for notional barrels of oil at fixed Dated Brent, NYMEX WTI or Argus LLS oil prices. The values attributable to our oil derivatives are based on (i) the contracted notional volumes, (ii) independent active futures price quotes for the respective index, (iii) a credit‑adjusted yield curve applicable to each counterparty by reference to the credit default swap (“CDS”) market and (iv) an independently sourced estimate of volatility for the respective index. The volatility estimate was provided by certain independent brokers who are active in buying and selling oil options and was corroborated by market‑quoted volatility factors. The deferred premium is included in the fair market value of the commodity derivatives. See Note 9—Derivative Financial Instruments for additional information regarding the Company’s derivative instruments.
Provisional Oil Sales
The value attributable to the provisional oil sales derivative is based on (i) the sales volumes and (ii) the difference in the independent active futures price quotes for the respective index over the term of the pricing period designated in the sales contract and the spot price on the lifting date.
Interest Rate Derivatives
Our interest rate derivatives consisted of interest rate swaps, whereby the Company paid a fixed rate of interest and the counterparty paid a variable LIBOR‑based rate, and capped interest rate swaps, whereby the Company paid a fixed rate of interest if LIBOR is below the cap, and paid the market rate less the spread between the cap and the fixed rate of interest if LIBOR is above the cap. The values attributable to the Company’s interest rate derivative contracts were based on (i) the contracted notional amounts, (ii) LIBOR yield curves provided by independent third parties and corroborated with forward active market‑quoted LIBOR yield curves and (iii) a credit‑adjusted yield curve as applicable to each counterparty by reference to the CDS market.

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Debt
The following table presents the carrying values and fair values at December 31, 2018 and 2017 :
 
December 31, 2018
 
December 31, 2017
 
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
 
(In thousands)
Senior Notes
$
511,873

 
$
525,026

 
$
507,600

 
$
542,472

Corporate Revolver
325,000

 
325,000

 

 

Facility
1,325,000

 
1,325,000

 
800,000

 
800,000

Total
$
2,161,873

 
$
2,175,026

 
$
1,307,600

 
$
1,342,472

 
The carrying value of our Senior Notes represents the principal amounts outstanding less unamortized discounts. The fair value of our Senior Notes is based on quoted market prices, which results in a Level 1 fair value measurement. The carrying value of the Facility approximates fair value since it is subject to short-term floating interest rates that approximate the rates available to us for those periods.
 
11. Asset Retirement Obligations
The following table summarizes the changes in the Company’s asset retirement obligations:
 
December 31,
 
2018
 
2017
 
(In thousands)
Asset retirement obligations:
 

 
 

Beginning asset retirement obligations
$
66,595

 
$
63,574

Additions associated with the acquisition of DGE
74,482

 

Liabilities incurred during period
5,311

 

Liabilities settled during period
(3,345
)
 

Revisions in estimated retirement obligations

 
(3,945
)
Accretion expense
8,910

 
6,966

Ending asset retirement obligations
$
151,953

 
$
66,595


The asset retirement obligations reflect the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with our oil and gas properties. The Company utilizes current cost experience to estimate the expected cash outflows for retirement obligations. The Company estimates the ultimate productive life of the properties, a risk-adjusted discount rate, and an inflation factor in order to determine the current present value of this obligation. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligation, a corresponding adjustment is made to the oil and gas property balance.
 
12. Equity‑based Compensation
Restricted Stock Awards and Restricted Stock Units
Our Long-Term Incentive Plan ("LTIP") provides for the granting of incentive awards in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units, among other award types. In January 2018 and January 2015, the board of directors approved amendments to the plan which added 11.0 million and 15.0 million shares, respectively, to the plan which were approved at the corresponding Annual General Meeting. The LTIP as amended provides for the issuance of 50.5 million shares pursuant to awards under the plan. As of December 31, 2018 , the Company had approximately 15.2 million shares that remain available for issuance under the LTIP.
We record equity-based compensation expense equal to the fair value of share‑based payments over the vesting periods of the LTIP awards. We recorded compensation expense from awards granted under our LTIP of $35.2 million , $40.0 million and $40.1 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. The total tax benefit for the years ended December 31, 2018 , 2017 and 2016 was $6.6 million , $13.2 million and $13.0 million , respectively. Additionally, we expensed a net tax shortfall (windfall) related to equity‑based compensation of $(0.4) million , $3.1 million and $5.5 million for the years

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ended December 31, 2018 , 2017 and 2016 , respectively. The fair value of awards vested during 2018 , 2017 and 2016 was approximately $85.1 million , $21.2 million , and $14.4 million , respectively. The Company granted both restricted stock awards and restricted stock units with service vesting criteria and granted both restricted stock awards and restricted stock units with a combination of market and service vesting criteria under the LTIP. Substantially, all of these awards vest over a three year period. Restricted stock awards are issued and included in the number of outstanding shares upon the date of grant and, if such awards are forfeited, they become treasury stock. Upon vesting, restricted stock units become issued and outstanding stock.
The following table reflects the outstanding restricted stock awards as of December 31, 2018 :
 
 Service Vesting Restricted Stock Awards
 
Weighted- Average Grant-Date Fair Value
 
Market / Service Vesting Restricted Stock Awards
 
Weighted- Average Grant-Date Fair Value
 
(In thousands)
 
 
 
(In thousands)
 
 
Outstanding at December 31, 2015:
810

 
$
9.20

 
261

 
$
9.44

Granted

 

 

 

Forfeited

 

 
(162
)
 
9.44

Vested
(322
)
 
9.77

 
(99
)
 
9.44

Outstanding at December 31, 2016:
488

 
8.83

 

 

Granted

 

 

 

Forfeited

 

 

 

Vested
(268
)
 
8.97

 

 

Outstanding at December 31, 2017:
220

 
8.64

 

 

Granted

 

 

 

Forfeited

 

 

 

Vested
(220
)
 
8.64

 

 

Outstanding at December 31, 2018:

 

 

 

The following table reflects the outstanding restricted stock units as of December 31, 2018 :
 
Service Vesting
Restricted Stock
Units
 
Weighted- Average Grant-Date Fair Value
 
Market / Service Vesting Restricted Stock Units
 
Weighted-Average Grant-Date Fair Value
 
(In thousands)
 
 
 
(In thousands)
 
 
Outstanding at December 31, 2015:
3,592

 
$
9.79

 
6,578

 
$
14.24

Granted
2,158

 
4.05

 
1,379

 
4.88

Forfeited
(134
)
 
8.87

 
(70
)
 
14.49

Vested
(1,456
)
 
9.61

 
(693
)
 
15.81

Outstanding at December 31, 2016:
4,160

 
6.91

 
7,194

 
12.29

Granted
2,085

 
6.43

 
2,175

 
9.50

Forfeited
(137
)
 
6.91

 
(21
)
 
6.21

Vested
(1,925
)
 
7.51

 
(896
)
 
15.43

Outstanding at December 31, 2017:
4,183

 
6.39

 
8,452

 
11.26

Granted
2,402

 
7.07

 
8,111

 
12.38

Forfeited
(229
)
 
6.40

 
(302
)
 
8.95

Vested
(2,241
)
 
6.95

 
(9,545
)
 
13.75

Outstanding at December 31, 2018:
4,115

 
6.42

 
6,716

 
9.02

As of December 31, 2018 , total equity‑based compensation to be recognized on unvested restricted stock units is $33.9 million over a weighted average period of 2.0 years .

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For restricted stock units with a combination of market and service vesting criteria, the number of shares of common stock to be issued is determined by comparing the Company’s total shareholder return with the total shareholder return of a predetermined group of peer companies over the performance period and can vest up to 200% of the awards granted. The grant date fair value ranged from $4.83 to $15.71 per award. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. The expected volatility utilized in the model was estimated using our historical volatility and the historical volatilities of our peer companies and ranged from 44.0% to 53.0% . The risk‑free interest rate was based on the U.S. treasury rate for a term commensurate with the expected life of the grant ranged from 0.7% to 2.2% for restricted stock units.
In January 2019 , we granted 2.6 million service vesting restricted stock units and 2.8 million market and service vesting restricted stock units to our employees under our long-term incentive plan. We expect to recognize approximately $32.0 million of non-cash compensation expense related to these grants over the next three years .
 
13. Income Taxes
Kosmos Energy Ltd. changed its jurisdiction of incorporation from Bermuda to the State of Delaware in December 2018. The company was not subject to taxation at the parent company level for the years ended December 31, 2017 and 2016. We provide for income taxes based on the laws and rates in effect in the countries in which our operations are conducted. The relationship between our pre‑tax income or loss from continuing operations and our income tax expense or benefit varies from period to period as a result of various factors which include changes in total pre‑tax income or loss, the jurisdictions in which our income (loss) is earned and the tax laws in those jurisdictions.
On December 22, 2017, the President of the United States signed P.L. 115-97, the Tax Cut and Jobs Act (the Tax Reform Act), into law. Many of the provisions of the Tax Reform Act are effective beginning January 1, 2018, most notable of which is the reduction in the U.S. corporate income tax rate from 35% to 21%. Accounting Standards Codification Topic 740 requires deferred tax assets and liabilities be adjusted for the effect of changes in tax laws or tax rates during the period that includes the date of enactment. Accordingly, we have recorded a $16.7 million charge to deferred tax expense in December 2017 as a result of reducing our net deferred tax assets.
SAB 118 was issued in January 2018 to address situations where certain aspects of the Tax Reform Act are unclear at issuance of the registrant’s financial statements for the reporting period in which the Jobs Act became law. SAB 118 allowed us to record provisional amounts during a one-year measurement period that ended in December 2018. As of December 31, 2018, there are no provisional tax amounts recorded in our financial statements.
The components of loss before income taxes were as follows:
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands)
United States
$
41,026

 
$
6,068

 
$
5,083

Bermuda
(73,979
)
 
(66,914
)
 
(63,749
)
Foreign—other
(17,907
)
 
(117,009
)
 
(235,898
)
Loss before income taxes
$
(50,860
)
 
$
(177,855
)
 
$
(294,564
)

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The components of the provision for income taxes attributable to our income (loss) before income taxes consist of the following:
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Current:
 

 
 

 
 

United States
$
122

 
$
10,976

 
$
12,675

Bermuda

 

 

Foreign—other
33,864

 
24,456

 
102

Total current
33,986

 
35,432

 
12,777

Deferred:
 
 
 
 
 
United States
8,514

 
15,310

 
(3,594
)
Bermuda

 

 

Foreign—other
631

 
(5,805
)
 
(19,967
)
Total deferred
9,145

 
9,505

 
(23,561
)
Income tax expense (benefit)
$
43,131

 
$
44,937

 
$
(10,784
)
Our reconciliation of income tax expense (benefit) computed by applying our statutory rate and the reported effective tax rate on loss from continuing operations is as follows:
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Tax at statutory rate(1)
$
(10,681
)
 
$

 
$

Foreign income (loss) taxed at different rates
5,013

 
9,381

 
(57,898
)
Net non-taxable expense / insurance recoveries
3,256

 
(30
)
 
8,694

West Leo arbitration settlement
(2,834
)
 
1,736

 
1,098

Non-deductible compensation
2,643

 
1,680

 
1,999

Deferred tax liability - undistributed earnings
(2,565
)
 
2,565

 

Non-deductible and other items
656

 
3,790

 
556

Equity earnings - net of tax
(15,305
)
 

 

Tax shortfall (windfall) on equity-based compensation, net
(387
)
 
3,086

 
5,504

Change in valuation allowance
63,335

 
6,008

 
29,263

Change in U.S. tax rate

 
16,721

 

Total tax expense (benefit)
$
43,131

 
$
44,937

 
$
(10,784
)
Effective tax rate(2)
85
%
 
25
%
 
4
%
______________________________________
(1)
On December 28, 2018, we changed our jurisdiction of incorporation from Bermuda to the State of Delaware. Kosmos Energy Ltd. discontinued as a Bermuda exempted company pursuant to Section 132G of the Companies Act 1981 of Bermuda and, pursuant to Section 265 of the General Corporation Law of the State of Delaware (the “DGCL”), continued its existence under the DGCL as a corporation organized in the State of Delaware. As a result, the statutory tax rate for the 2018 reconciliation of income tax expense is the U.S. statutory tax rate of 21% . Our 2017 and 2016 reconciliation of income tax expense is based on the Bermuda statutory tax rate of 0% .
(2)
The effective tax rate during the years ended December 31, 2018 , 2017 and 2016 were impacted by losses of $261.2 million , $164.4 million and $121.4 million , respectively, incurred in jurisdictions in which we are not subject to taxes and therefore do not generate any income tax benefits.
The effective tax rate for the United States is approximately 84% , 433% and 179% for the years ended December 31, 2018 , 2017 and 2016 , respectively. The effective tax rate in the United States is impacted by the effect the sum of non-deductible expenditures and equity-based compensation tax shortfalls and tax windfalls equal to the difference between the income tax benefit recognized for financial statement reporting purposes compared to the income tax benefit realized for tax return purposes.

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The effective tax rate for Ghana is approximately 36% , 49% and 23% for the years ended December 31, 2018 , 2017 and 2016 , respectively. The effective tax rate in Ghana is impacted by non-deductible expenditures, including amounts associated with the damage to the turret bearing, which we expect to recover from insurance proceeds. Any such insurance recoveries would not be subject to income tax.
Our operations in other foreign jurisdictions have a 0% effective tax rate because they reside in countries with a 0% statutory rate or we have incurred losses in those countries and have full valuation allowances against the corresponding net deferred tax assets.
Deferred tax assets and liabilities, which are computed on the estimated income tax effect of temporary differences between financial and tax bases in assets and liabilities, are determined using the tax rates expected to be in effect when taxes are actually paid or recovered. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The tax effects of significant temporary differences giving rise to deferred tax assets and liabilities are as follows:
 
December 31,
 
2018
 
2017
 
(In thousands)
Deferred tax assets:
 

 
 

Foreign capitalized operating expenses
$
128,809

 
$
68,218

Foreign net operating losses
28,050

 
25,307

United States net operating losses
59,336

 

Equity compensation
11,408

 
20,783

Unrealized derivative losses

 
33,963

Asset retirement obligation and other
29,450

 
24,784

Total deferred tax assets
257,053

 
173,055

Valuation allowance
(156,860
)
 
(93,525
)
Total deferred tax assets, net
100,193

 
79,530

Deferred tax liabilities:
 
 
 
Depletion, depreciation and amortization related to property and equipment
(547,389
)
 
(533,561
)
Unrealized derivative gains
(15,979
)
 

Total deferred tax liabilities
(563,368
)
 
(533,561
)
Net deferred tax liability
$
(463,175
)
 
$
(454,031
)
 
The Company has recorded a full valuation allowance against the net deferred tax assets in countries where we only have exploration operations.
The Company has foreign net operating loss carryforwards of $103.0 million . Of these losses, we expect $0.9 million , $0.5 million , $0.5 million , $0.6 million , $0.7 million , $15.0 million and $0.1 million to expire in 2019, 2020, 2021, 2022, 2023, 2029 and 2030, respectively, and $84.7 million do not expire. All of these losses currently have offsetting valuation allowances. The Company has $282.5 million of United States net operating loss that will not expire.
The Company will file a 2018 U.S. federal income tax return during 2019. A subsidiary of the Company is open to U.S. federal income tax examinations for tax years 2015 through 2017 and to Texas margin tax examinations for the tax years 2014 through 2017. In addition to the United States, the Company files income tax returns in the countries in which we operate. The Company is open to income tax examinations for years 2014 through 2017 in its significant other foreign jurisdictions, primarily Ghana.
As of December 31, 2018 , the Company had no material uncertain tax positions. The Company’s policy is to recognize potential interest and penalties related to income tax matters in income tax expense.

14. Net Income (Loss) Per Share

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In the calculation of basic net income per share, participating securities are allocated earnings based on actual dividend distributions received plus a proportionate share of undistributed net income, if any. We calculate basic net income per share under the two‑class method. Diluted net income (loss) per share is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented. The computation of diluted net income (loss) per share reflects the potential dilution that could occur if all outstanding awards under our LTIP were converted into shares of common stock or resulted in the issuance of shares of common stock that would then share in the earnings of the Company. During periods in which the Company realizes a loss from continuing operations securities would not be dilutive to net loss per share and conversion into shares of common stock is assumed not to occur.
Basic net income (loss) per share is computed as (i) net income (loss), (ii) less income allocable to participating securities (iii) divided by weighted average basic shares outstanding. The Company’s diluted net income (loss) per share is computed as (i) basic net income (loss), (ii) plus diluted adjustments to income allocable to participating securities (iii) divided by weighted average diluted shares outstanding.
 
Years Ended
 
December 31,
 
2018
 
2017
 
2016
 
(In thousands, except per share data)
Numerator:
 

 
 

 
 

Net loss allocable to common stockholders(1)
$
(93,991
)
 
$
(222,792
)
 
$
(283,780
)
Denominator:
 
 
 
 
 
Weighted average number of shares outstanding:
 
 
 
 
 
Basic
404,585

 
388,375

 
385,402

Restricted stock awards and units(1)(2)

 

 

Diluted
404,585

 
388,375

 
385,402

Net loss per share:
 
 
 
 
 
Basic
$
(0.23
)
 
$
(0.57
)
 
$
(0.74
)
Diluted
$
(0.23
)
 
$
(0.57
)
 
$
(0.74
)
______________________________________
(1)
Our service vesting restricted stock awards represent participating securities because they participate in non-forfeitable dividends with common equity owners. Income allocable to participating securities represents the distributed and undistributed earnings attributable to the participating securities. Our restricted stock awards with market and service vesting criteria and all restricted stock units are not considered to be participating securities and, therefore, are excluded from the basic net income (loss) per share calculation. Our service vesting restricted stock awards do not participate in undistributed net losses because they are not contractually obligated to do so and, therefore, are excluded from the basic net income (loss) per share calculation in periods we are in a net loss position. All restricted stock awards were fully vested in January 2018.

(2)
For the years ended December 31, 2018 , 2017 and 2016 , we excluded 10.6 million , 12.9 million and 11.8 million outstanding restricted stock awards and restricted stock units, respectively, from the computations of diluted net income per share because the effect would have been anti‑dilutive.

15. Commitments and Contingencies
From time to time, we are involved in litigation, regulatory examinations and administrative proceedings primarily arising in the ordinary course of our business in jurisdictions in which we do business. Although the outcome of these matters cannot be predicted with certainty, management believes none of these matters, either individually or in the aggregate, would have a material effect upon the Company’s financial position; however, an unfavorable outcome could have a material adverse effect on our results from operations for a specific interim period or year.
The Jubilee Field in Ghana covers an area within both the WCTP and DT petroleum contract areas. It was agreed the Jubilee Field would be unitized for optimal resource recovery. Kosmos and its partners executed a comprehensive unitization and unit operating agreement, the Jubilee UUOA, to unitize the Jubilee Field and govern each party’s respective rights and duties in the Jubilee Unit, which was effective July 16, 2009. Pursuant to the terms of the Jubilee UUOA, the tract participations are subject to a process of redetermination. The initial redetermination process was completed on October 14, 2011. As a result of the initial

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redetermination process, our Unit Interest is 24.1% . These consolidated financial statements are based on these redetermined tract participations. Our unit interest may change in the future should another redetermination occur.
The Company leases facilities under various operating leases that fully expire through 2027, including our office space. Rent expense under these agreements, was $4.7 million , $3.3 million and $3.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.
We currently have a commitment to drill one exploration well in Mauritania and Namibia and two exploration wells in Senegal. Our partner is obligated to fund our share of the cost of the exploration wells, subject to the remaining exploration and appraisal carry covering both our Mauritania and Senegal blocks. In Sao Tome and Principe, we have a 3D seismic requirement of approximately 13,500 square kilometers.
Future minimum rental commitments under our leases at December 31, 2018 , are as follows:
 
Payments Due By Year(1)
 
Total
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
 
(In thousands)
Operating leases(2)
$
36,508

 
$
2,775


$
4,173


$
3,276


$
3,326


$
3,376


$
19,582

______________________________________
(1)
Does not include purchase commitments for jointly owned fields and facilities where we are not the operator and excludes commitments for exploration activities, including well commitments, in our petroleum contracts.
(2)
Primarily relates to office leases.

Performance Obligations

As of December 31, 2018, the Company had secured performance bonds totaling  $200.9 million  for our supplemental bonding requirements stipulated by the Bureau of Ocean Energy Management ("BOEM") and  $3.7 million  to another operator related to costs anticipated for the plugging and abandonment of certain wells and the removal of certain facilities in its U.S. Gulf of Mexico fields. As of December 31, 2018, we had  $0.6 million  of cash collateral against these secured performance bonds which is classified as Other long term assets in our consolidated balance sheet.

In February 2019, Kosmos and BP signed Carry Advance Agreements with the national oil companies of Mauritania and Senegal which obligate us separately to finance the respective national oil company’s share of certain development costs. Kosmos’ total share for the two agreements combined is up to $239.7 million, which is to be repaid through the national oil companies’ share of future revenues.

On February 25, 2019, we announced our quarterly cash dividend of $0.0452 per common share. The dividend is payable on March 28, 2019 to stockholders of record on March 7, 2019.


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16. Additional Financial Information
Accrued Liabilities
Accrued liabilities consisted of the following:
 
December 31,
 
2018
 
2017
 
(In thousands)
Accrued liabilities:
 

 
 

Exploration, development and production
$
92,613

 
$
144,717

Current asset retirement obligations
6,617

 

General and administrative expenses
39,373

 
31,124

Interest
18,152

 
20,457

Income taxes
8,958

 
17,423

Taxes other than income
4,613

 
3,270

Derivatives
441

 

Revenue payable
24,379

 

Other
450

 
2,421

 
$
195,596

 
$
219,412

 
Gain on sale of assets
During the year ended December 31, 2018, we recognized a  $7.7 million  gain related to the farm-out of Blocks EG-21, S, and W offshore Equatorial Guinea to Trident.
Other Income, net
Other income, net which includes Loss of Production Income (“LOPI”) payments, consisted of zero , $58.7 million and $74.8 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Our LOPI coverage for the turret bearing issue on the Jubilee FPSO ended in May 2017.
Oil and Gas Production
Oil and gas production expense included insurance recoveries related to our increased cost of working covered by our LOPI policy of zero , $17.1 million , and $7.5 million for the years ended December 31, 2018 , 2017 and 2016 , respectively.
Facilities Insurance Modifications, net
Facilities insurance modifications, net consists of costs associated with the long-term solution to convert the Jubilee FPSO to a permanently spread moored facility, net of any insurance reimbursements. 
Other Expenses, net
Other expenses, net incurred during the period is comprised of the following: 
 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Loss on disposal of inventory
$
280

 
$
866

 
$
14,900

Gain on insurance settlements

 
(461
)
 
(4,003
)
Disputed charges and related costs, net of recoveries
(9,753
)
 
4,962

 
11,299

Other, net
2,972

 
(76
)
 
920

Other expenses, net
$
(6,501
)
 
$
5,291

 
$
23,116

 
The disputed charges and related costs are expenditures arising from Tullow Ghana Limited’s contract with Seadrill for use of the West Leo drilling rig once partner-approved 2016 work program objectives were concluded. Tullow charged such

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expenditures to the Deepwater Tano (“DT”) joint account. Kosmos disputed through arbitration that these expenditures were chargeable to the DT joint account on the basis that the Seadrill West Leo drilling rig contract was not approved by the DT operating committee pursuant to the DT Joint Operating Agreement. In July 2018, the International Chamber of Commerce ("ICC") issued its Final Award in the arbitration in favor of Kosmos. As a result, we recovered from Tullow Ghana Limited disputed charges in the amount of $12.9 million in the form of cash payments and offsets against other unrelated joint venture costs, which include amounts previously paid under protest as well as certain costs and fees incurred pursuing the arbitration.
17. Business Segment Information
Kosmos is engaged in a single line of business, which is the exploration and development of oil and gas. At December 31, 2018, the Company had operations in four geographic reporting segments: Ghana, Equatorial Guinea, Mauritania/Senegal and the United States. To assess performance of the reporting segments, the Chief Operating Decision Maker ("CODM") reviews capital expenditures. Capital expenditures, as defined by the Company, may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with our consolidated financial statements and notes thereto. Financial information for each area is presented below:
 
Ghana
 
Equatorial Guinea(1)
 
Mauritania/Senegal
 
United States(2)
 
Corporate & Other
 
Eliminations(3)
 
Total
 
(in thousands)
Year ended December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and other income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and gas revenue
$
739,070

 
$
360,649

 
$

 
$
147,596

 
$

 
$
(360,649
)
 
$
886,666

Gain on sale of assets

 
7,666

 

 

 

 

 
7,666

Other income, net
(17
)
 
(238
)
 

 
11

 
150,635

 
(142,354
)
 
8,037

Total revenues and other income
739,053

 
368,077

 

 
147,607

 
150,635

 
(503,003
)
 
902,369

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and gas production
189,104

 
73,843

 

 
30,470

 
5,153

 
(73,843
)
 
224,727

Facilities insurance modifications, net
6,955

 

 

 

 

 

 
6,955

Exploration expenses
58,276

 
38,164

 
7,262

 
66,962

 
131,180

 
(352
)
 
301,492

General and administrative
19,342

 
5,351

 
5,220

 
10,534

 
168,542

 
(109,133
)
 
99,856

Depletion and depreciation
265,805

 
134,983

 
61

 
59,835

 
4,134

 
(134,983
)
 
329,835

Interest and other financing costs, net(4)
86,738

 
(12
)
 
(25,386
)
 
7,487

 
39,483

 
(7,134
)
 
101,176

Derivatives, net

 

 

 
(57,615
)
 
26,185

 

 
(31,430
)
(Gain) loss on equity method investments, net

 

 

 

 

 
(72,881
)
 
(72,881
)
Other expenses, net
16,414

 
(814
)
 
(23
)
 
598

 
3,510

 
(26,186
)
 
(6,501
)
Total costs and expenses
642,634

 
251,515

 
(12,866
)
 
118,271

 
378,187

 
(424,512
)
 
953,229

Loss before income taxes
96,419

 
116,562

 
12,866

 
29,336

 
(227,552
)
 
(78,491
)
 
(50,860
)
Income tax expense (benefit)
34,494

 
78,491

 

 
6,163

 
2,474

 
(78,491
)
 
43,131

Net loss
$
61,925

 
$
38,071

 
$
12,866

 
$
23,173

 
$
(230,026
)
 
$

 
$
(93,991
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated capital expenditures
$
105,942

 
$
32,156

 
$
11,962

 
$
95,993

 
$
139,381

 
$

 
$
385,434

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
$
1,698,194

 
$
3,919

 
$
411,448

 
$
1,308,670

 
$
37,470

 
$

 
$
3,459,701

Total assets
$
1,930,071

 
$
55,302

 
$
536,620

 
$
3,512,989

 
$
10,349,488

 
$
(12,296,281
)
 
$
4,088,189

______________________________________
(1)
Includes our proportionate share of our equity method investment in KTIPI, including our basis difference which is reflected in depletion and depreciation for the year ended December 31, 2018 , except for capital expenditures. See Note 7 - Equity Method Investments for additional information regarding our equity method investments.

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(2)
Represents activity commencing September 14, 2018, the DGE acquisition date.
(3)
Includes elimination of proportionate consolidation amounts recorded for KTIPI to reconcile to (Gain) loss on equity method investments, net as reported in the consolidated statements of operations.
(4)
Interest expense is recorded based on actual third-party and intercompany debt agreements. Capitalized interest is recorded on the business unit where the assets reside.
 
Ghana
 
Equatorial Guinea(1)
 
Mauritania/Senegal
 
United States
 
Corporate & Other
 
Eliminations(2)
 
Total
 
(in thousands)
Year ended December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and other income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and gas revenue
$
578,139

 
$
27,308

 
$

 
$

 
$

 
$
(27,308
)
 
$
578,139

Gain on sale of assets

 

 

 

 

 

 

Other income, net
5

 
147

 

 

 
$
219,968

 
(161,423
)
 
58,697

Total revenues and other income
578,144

 
27,455

 

 

 
219,968

 
(188,731
)
 
636,836

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and gas production
137,584

 
7,755

 

 

 
(10,734
)
 
(7,755
)
 
126,850

Facilities insurance modifications, net
(820
)
 

 

 

 

 

 
(820
)
Exploration expenses
394

 
86

 
71,456

 

 
144,114

 

 
216,050

General and administrative
14,836

 
672

 
8,298

 

 
138,661

 
(94,165
)
 
68,302

Depletion and depreciation
251,890

 
11,181

 
20

 

 
3,293

 
(11,181
)
 
255,203

Interest and other financing costs, net(3)
71,592

 

 
(16,065
)
 

 
29,202

 
(7,134
)
 
77,595

Derivatives, net

 

 

 

 
59,968

 

 
59,968

Loss on equity method investments, net

 

 
11,486

 

 

 
(5,234
)
 
6,252

Other expenses, net
64,768

 

 
867

 

 
(376
)
 
(59,968
)
 
5,291

Total costs and expenses
540,244

 
19,694

 
76,062

 

 
364,128

 
(185,437
)
 
814,691

Income (loss) before income taxes
37,900

 
7,761

 
(76,062
)
 

 
(144,160
)
 
(3,294
)
 
(177,855
)
Income tax expense (benefit)
18,649

 
3,294

 
3

 

 
26,285

 
(3,294
)
 
44,937

Net income (loss)
$
19,251

 
$
4,467

 
$
(76,065
)
 
$

 
$
(170,445
)
 
$

 
$
(222,792
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated capital expenditures
$
5,545

 
$
1,995

 
$
(80,929
)
 
$

 
$
130,821

 
$

 
$
57,432

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
$
1,901,127

 
$
1,908

 
$
381,422

 
$

 
$
33,371

 
$

 
$
2,317,828

Total assets
$
2,263,824

 
$
237,835

 
$
570,044

 
$

 
$
8,671,437

 
$
(8,550,537
)
 
$
3,192,603

______________________________________
(1)
Includes our proportionate share of our equity method investment in KTIPI, including our basis difference which is reflected in depletion and depreciation for the year ended December 31, 2017 , except for capital expenditures. See Note 7 - Equity Method Investments for additional information regarding our equity method investments.
(2)
Includes elimination of proportionate consolidation amounts recorded for KTIPI to reconcile to (Gain) loss on equity method investments, net as reported in the consolidated statements of operations.
(3)
Interest expense is recorded based on actual third-party and intercompany debt agreements. Capitalized interest is recorded on the business unit where the assets reside.

123


 
Ghana
 
Equatorial Guinea
 
Mauritania/Senegal
 
United States
 
Corporate & Other
 
Eliminations
 
Total
 
(in thousands)
Year ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues and other income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and gas revenue
$
310,377

 
$

 
$

 
$

 
$

 
$

 
$
310,377

Gain on sale of assets

 

 

 

 

 

 

Other income, net
7

 

 

 

 
$
227,101

 
(152,130
)
 
74,978

Total revenues and other income
310,384

 

 

 

 
227,101

 
(152,130
)
 
385,355

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Oil and gas production
121,329

 

 

 

 
(1,962
)
 

 
119,367

Facilities insurance modifications, net
14,961

 

 

 

 

 

 
14,961

Exploration expenses
1,211

 
9

 
63,186

 

 
137,874

 

 
202,280

General and administrative
9,490

 

 
21,530

 

 
153,577

 
(96,974
)
 
87,623

Depletion and depreciation
137,094

 

 
97

 

 
3,213

 

 
140,404

Interest and other financing costs, net(1)
45,403

 

 
(22,404
)
 

 
28,282

 
(7,134
)
 
44,147

Derivatives, net

 

 

 

 
48,021

 

 
48,021

Loss on equity method investments, net

 

 

 

 

 

 

Other expenses, net
67,793

 

 
454

 

 
2,890

 
(48,021
)
 
23,116

Total costs and expenses
397,281

 
9

 
62,863

 

 
371,895

 
(152,129
)
 
679,919

Income (loss) before income taxes
(86,897
)
 
(9
)
 
(62,863
)
 

 
(144,794
)
 
(1
)
 
(294,564
)
Income tax expense (benefit)
(19,866
)
 

 

 

 
9,082

 

 
(10,784
)
Net income (loss)
$
(67,031
)
 
$
(9
)
 
$
(62,863
)
 
$

 
$
(153,876
)
 
$
(1
)
 
$
(283,780
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated capital expenditures
$
221,294

 
$
9

 
$
283,442

 
$

 
$
139,765

 
$

 
$
644,510

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
$
2,129,873

 
$

 
$
529,071

 
$

 
$
49,948

 
$

 
$
2,708,892

Total assets
$
2,484,497

 
$
(3
)
 
$
551,250

 
$

 
$
8,205,043

 
$
(7,899,322
)
 
$
3,341,465

______________________________________
(1)
Interest expense is recorded based on actual third-party and intercompany debt agreements. Capitalized interest is recorded on the business unit where the assets reside.

 
Years Ended December 31,
 
2018
 
2017
 
2016
 
(In thousands)
Consolidated capital expenditures:
 
 
 
 
 
Consolidated Statements of Cash Flows - Investing activities:
 
 
 
 
 
Oil and gas assets
$
213,806

 
$
140,495

 
$
535,975

Other property
7,935

 
2,858

 
1,998

Adjustments:
 
 
 
 
 
Changes in capital accruals
26,669

 
(6,337
)
 
(26,725
)
Exploration expense, excluding unsuccessful well costs(1)
178,293

 
172,849

 
199,806

Capitalized interest
(28,331
)
 
(30,282
)
 
(59,803
)
Proceeds on sale of assets
(13,703
)
 
(222,068
)
 
(210
)
Other
765

 
(83
)
 
(6,531
)
Total consolidated capital expenditures
$
385,434

 
$
57,432

 
$
644,510


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______________________________________
(1)
Unsuccessful well costs are included in oil and gas assets when incurred.

KOSMOS ENERGY LTD.
Supplemental Oil and Gas Data (Unaudited)
Net proved oil and gas reserve estimates presented were prepared by Ryder Scott Company, L.P. (“RSC”) for the years ended December 31, 2018 , 2017 and 2016 . RSC are independent petroleum engineers located in Houston, Texas. RSC has prepared the reserve estimates presented herein and meet the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. We maintain an internal staff of petroleum engineers and geoscience professionals who work closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of data furnished to independent reserve engineers for their reserves estimation process.
Net Proved Developed and Undeveloped Reserves
The following table is a summary of net proved developed and undeveloped oil and gas reserves to Kosmos’ interest in the Jubilee and TEN fields in Ghana, the U.S. Gulf of Mexico (commencing September 14, 2018, the DGE acquisition date), and our equity method investment offshore Equatorial Guinea.
 
Kosmos Entities
 
Equity Method Investment - Equatorial Guinea
 
 
 
Oil
 
Gas
 
Total
 
Oil
 
Gas
 
Total
 
Total
 
(MMBbl)
 
(Bcf)
 
(MMBoe)
 
(MMBbl)
 
(Bcf)
 
(MMBoe)
 
(MMBoe)
Net proved developed and undeveloped reserves at December 31, 2015(1)
74

 
14

 
76

 

 

 

 
76

Production
(7
)
 
(1
)
 
(7
)
 

 

 

 
(7
)
Revision in estimate(2)
7

 
2

 
8

 

 

 

 
8

Net proved developed and undeveloped reserves at December 31, 2016(1)
74

 
15

 
77

 

 

 

 
77

Extensions and discoveries
1

 

 
1

 

 

 

 
1

Production
(11
)
 
(1
)
 
(11
)
 
(1
)
 

 
(1
)
 
(12
)
Revision in estimate(3)
18

 
35

 
24

 

 

 

 
24

Purchases of minerals-in-place(4)

 

 

 
20

 
13

 
21

 
21

Net proved developed and undeveloped reserves at December 31, 2017(1)
82

 
49

 
89

 
19

 
13

 
21

 
110

Extensions and discoveries

 

 

 

 

 

 

Production
(13
)
 
(3
)
 
(14
)
 
(5
)
 

 
(5
)
 
(19
)
Revision in estimate(5)
11

 
(1
)
 
11

 
10

 
1

 
10

 
21

Purchases of minerals-in-place(6)
47

 
40

 
54

 

 

 

 
54

Net proved developed and undeveloped reserves at December 31, 2018(1)
127

 
85

 
141

 
24

 
14

 
26

 
167

Proved developed reserves(1)
 

 
 

 
 

 
 

 
 

 
 

 
 
December 31, 2016
64

 
13

 
66

 

 

 

 
66

December 31, 2017
59

 
38

 
65

 
18

 
13

 
20

 
85

December 31, 2018
81

 
57

 
91

 
23

 
14

 
25

 
116

Proved undeveloped reserves(1)
 

 
 

 
 

 
 

 
 

 
 

 
 
December 31, 2016
10

 
2

 
11

 

 

 

 
11

December 31, 2017
23

 
11

 
24

 
1

 

 
1

 
25

December 31, 2018
45

 
28

 
50

 
1

 

 
1

 
51

______________________________________

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Table of Contents

(1)
The sum of proved developed reserves and proved undeveloped reserves may not add to net proved developed and undeveloped reserves as a result of rounding.
(2)
The increase in proved reserves is a result of an 8 MMBbl increase associated with positive revisions to the TEN fields as a result of the completion of seven wells along with the initiation of TEN production partially offset by 1 MMBbl of negative revisions to the Jubilee Field due to decreased pricing.
(3)
The increase in proved reserves is a result of a 16 MMBbl increase associated in Jubilee related to the approval of the Greater Jubilee Full Field Development Plan (GJFFDP) and an 8 MMBoe increase associated with positive revisions to the TEN fields.
(4)
The increase in purchase of minerals in place is related to Equatorial Guinea, representing the reserves associated with our equity method investment.
(5)
The increase in proved reserves is a result of a 10 MMBoe increase in Jubilee related to strong field performance, positive drilling results and increased estimate of original oil in place. Changes at TEN include a positive revision of 4 MMBbl due to increased estimate of original oil in place, new drilling and development plan updates, and a negative revision of 3 MMBbl due to recovery factor adjustment from dynamic modeling. Changes at Equatorial Guinea are primarily a 4 MMBbl positive revision due to strong field performance at both Ceiba and Okume Complex and a 6 MMBbl positive revision due to reservoir management strategies (re-opening shut-in wells, stimulations, surface/subsurface equipment installation).
(6)
The increase in purchase of minerals in place is related to the DGE acquisition completed in September 2018.

Net proved reserves were calculated utilizing the twelve month unweighted arithmetic average of the first‑day‑of‑the‑month oil price for each month based on the respective benchmark price in the period January through December 2018 . The average price is adjusted for crude handling, transportation fees, quality, and a regional price differential.
Proved oil and gas reserves are defined by the SEC Rule 4.10(a) of Regulation S‑X as those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recovered under current economic conditions, operating methods, and government regulations. Inherent uncertainties exist in estimating proved reserve quantities, projecting future production rates and timing of development expenditures.
Capitalized Costs Related to Oil and Gas Activities
The following table presents aggregate capitalized costs related to oil and gas activities:
 
Ghana
 
U.S. Gulf of Mexico
 
Other(1)
 
Kosmos Total
 
Equity Method Investment-Equatorial Guinea(2)
 
Total
 
(In thousands)
As of December 31, 2018
 

 
 
 
 

 
 

 
 
 
 
Unproved properties
$

 
$
318,831

 
$
440,641

 
$
759,472

 
$

 
$
759,472

Proved properties
3,191,157

 
1,045,332

 

 
4,236,489

 
2,850,316

 
7,086,805

 
3,191,157

 
1,364,163

 
440,641

 
4,995,961

 
2,850,316

 
7,846,277

Accumulated depletion
(1,493,111
)
 
(57,986
)
 

 
(1,551,097
)
 
(2,717,020
)
 
(4,268,117
)
Net capitalized costs
$
1,698,046

 
$
1,306,177

 
$
440,641

 
$
3,444,864

 
$
133,296

 
$
3,578,160

As of December 31, 2017
 

 
 
 
 

 
 

 
 
 
 
Unproved properties
$
55,179

 
$

 
$
409,930

 
$
465,109

 
$

 
$
465,109

Proved properties
3,080,670

 

 

 
3,080,670

 
2,850,521

 
5,931,191

 
3,135,849

 

 
409,930

 
3,545,779

 
2,850,521

 
6,396,300

Accumulated depletion
(1,234,806
)
 

 

 
(1,234,806
)
 
(2,678,897
)
 
(3,913,703
)
Net capitalized costs
$
1,901,043

 
$

 
$
409,930

 
$
2,310,973

 
$
171,624

 
$
2,482,597

(1) Includes Africa (excluding Ghana) and South America.

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(2) Represents 50% interest in KTIPI's capitalized costs related to oil and gas activities.
Costs Incurred in Oil and Gas Activities
The following tables reflects total costs incurred, both capitalized and expensed, for oil and gas property acquisition, exploration, and development activities for the year.
 
Ghana
 
U.S. Gulf of Mexico
 
Other(1)
 
Kosmos Total
 
Equity Method Investment-Equatorial Guinea(2)
 
Total
 
(In thousands)
Year ended December 31, 2018
    
 
 
 
    
 
    
 
 
 
 
Property acquisition:
 
 
 
 
 
 
 
 
 
 
 
Unproved
$

 
$
302,688

 
$
2,975

 
$
305,663

 
$

 
$
305,663

Proved

 
1,037,511

 

 
1,037,511

 

 
1,037,511

Exploration
3,182

 
69,673

 
199,423

 
272,278

 

 
272,278

Development
110,401

 
21,252

 
4,569

 
136,222

 

 
136,222

Total costs incurred
$
113,583

 
$
1,431,124

 
$
206,967

 
$
1,751,674

 
$

 
$
1,751,674

Year ended December 31, 2017
    
 
    
 
    
 
    
 
 
 
 
Property acquisition:
 
 
 
 
 
 
 
 
 
 
 
Unproved
$

 
$

 
$
9,865

 
$
9,865

 
$

 
$
9,865

Proved(3)

 

 
231,280

 
231,280

 

 
231,280

Exploration
15,150

 

 
55,632

 
70,782

 

 
70,782

Development
1,364

 

 

 
1,364

 

 
1,364

Total costs incurred
$
16,514

 
$

 
$
296,777

 
$
313,291

 
$

 
$
313,291

Year ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Property acquisition:
 
 
 
 
 
 
 
 
 
 
 
Unproved
$

 
$

 
$
17,322

 
$
17,322

 
 
 
 
Proved

 

 

 

 
 
 
 
Exploration
11,871

 

 
425,229

 
437,100

 
 
 
 
Development
265,451

 

 

 
265,451

 
 
 
 
Total costs incurred
$
277,322

 
$

 
$
442,551

 
$
719,873

 
 
 
 
______________________________________
(1)
Includes Africa (excluding Ghana), Europe and South America.
(2)
For year ended December 31, 2017, represents 50% interest in KTIPI costs incurred from the date of acquisition through December 31, 2017.
(3)
Represents cash paid to acquire 50% interest in KTIPI.
Standardized Measure for Discounted Future Net Cash Flows
The following table provides projected future net cash flows based on the twelve month unweighted arithmetic average of the first‑day‑of‑the‑month oil price for Brent crude in the period January through December 2018 . The average price is adjusted for crude handling, transportation fees, quality, and a regional price differential.
Because prices used in the calculation are average prices for that year, the standardized measure could vary significantly from year to year based on market conditions that occur.
The projection should not be interpreted as representing the current value to Kosmos. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary. Kosmos’ investment and operating decisions are not based on the information presented, but on a wide range of reserve estimates that include probable as well as proved reserves and on a wide range of different price and cost assumptions.

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The standardized measure is intended to provide a better means to compare the value of Kosmos’ proved reserves at a given time with those of other oil producing companies than is provided by comparing raw proved reserve quantities.
 
Ghana
 
U.S. Gulf of Mexico
 
Equity Method Investment-Equatorial Guinea
 
Total
 
(In millions)
At December 31, 2018
 

 
 
 
 
 
 
Future cash inflows
$
5,882

 
$
2,951

 
$
1,735

 
$
10,568

Future production costs
(1,613
)
 
(338
)
 
(583
)
 
(2,534
)
Future development costs
(928
)
 
(467
)
 
(378
)
 
(1,773
)
Future tax expenses
(1,052
)
 
(379
)
 
(416
)
 
(1,847
)
Future net cash flows
2,289

 
1,767

 
358

 
4,414

10% annual discount for estimated timing of cash flows
(749
)
 
(397
)
 
33

 
(1,113
)
Standardized measure of discounted future net cash flows
$
1,540

 
$
1,370

 
$
391

 
$
3,301

At December 31, 2017
 

 
 

 
 
 
 
Future cash inflows
$
4,473

 
 
 
$
1,003

 
$
5,476

Future production costs
(1,925
)
 
 
 
(473
)
 
(2,398
)
Future development costs
(1,059
)
 
 
 
(296
)
 
(1,355
)
Future Ghanaian tax expenses(1)
(203
)
 
 
 
(225
)
 
(428
)
Future net cash flows
1,286

 


 
9

 
1,295

10% annual discount for estimated timing of cash flows
(315
)
 
 
 
121

 
(194
)
Standardized measure of discounted future net cash flows
$
971

 


 
$
130

 
$
1,101

At December 31, 2016
 

 
 
 
 
 
 
Future cash inflows
$
3,204

 
 
 
 
 
 
Future production costs
(1,437
)
 
 
 
 
 
 
Future development costs
(428
)
 
 
 
 
 
 
Future Ghanaian tax expenses(1)
(228
)
 
 
 
 
 
 
Future net cash flows
1,111

 


 
 
 
 
10% annual discount for estimated timing of cash flows
(265
)
 
 
 
 
 
 
Standardized measure of discounted future net cash flows
$
846

 


 
 
 
 
_____________________________________
(1)
The Company was a tax exempt company incorporated pursuant to the laws of Bermuda at December 31, 2017 and 2016. The Company was not subject to future income tax expense related to its proved oil and gas reserves levied at a corporate parent level. Accordingly, the Company’s Standardized Measure for the years ended December 31, 2017 and 2016 , respectively, only reflect the effects of future tax expense levied at an asset level.

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Changes in the Standardized Measure for Discounted Cash Flows
 
Ghana
 
U.S. Gulf of Mexico
 
Equity Method Investment-Equatorial Guinea
 
Total
 
(In millions)
Balance at December 31, 2015
$
1,169

 
$

 
$

 
$
1,169

Sales and transfers 2016
(191
)
 

 

 
(191
)
Net changes in prices and costs
(653
)
 

 

 
(653
)
Previously estimated development costs incurred during the period
225

 

 

 
225

Net changes in development costs
4

 

 

 
4

Revisions of previous quantity estimates
65

 

 

 
65

Net changes in Ghanaian tax expenses(1)
143

 

 

 
143

Accretion of discount
145

 

 

 
145

Changes in timing and other
(61
)
 

 

 
(61
)
Balance at December 31, 2016
$
846

 
$

 
$

 
$
846

Purchase of minerals in place

 

 
146

 
146

Sales and transfers 2017
(451
)
 

 
(16
)
 
(467
)
Extensions and discoveries
21

 

 

 
21

Net changes in prices and costs
485

 

 

 
485

Previously estimated development costs incurred during the period
6

 

 

 
6

Net changes in development costs
(388
)
 

 

 
(388
)
Revisions of previous quantity estimates
415

 

 

 
415

Net changes in tax expenses(1)
(8
)
 

 

 
(8
)
Accretion of discount
98

 

 

 
 
Changes in timing and other
(53
)
 

 

 
 
Balance at December 31, 2017
$
971

 
$

 
$
130

 
$
1,101

Purchase of minerals in place

 
1,487

 

 
1,487

Sales and transfers 2018
(545
)
 
(117
)
 
(287
)
 
(949
)
Extensions and discoveries

 

 

 

Net changes in prices and costs
1,154

 

 
408

 
1,562

Previously estimated development costs incurred during the period
105

 

 

 
105

Net changes in development costs
181

 

 
29

 
210

Revisions of previous quantity estimates
485

 

 
574

 
1,059

Net changes in tax expenses
(565
)
 

 
(136
)
 
(701
)
Accretion of discount
112

 

 
30

 
142

Changes in timing and other
(358
)
 

 
(357
)
 
(715
)
Balance at December 31, 2018
$
1,540

 
$
1,370

 
$
391

 
$
3,301

______________________________________
(1)
The Company was a tax exempt company incorporated pursuant to the laws of Bermuda at December 31, 2017 and 2016. The Company was not subject to future income tax expense related to its proved oil and gas reserves levied at a corporate parent level. Accordingly, the Company’s Standardized Measure for the years ended December 31, 2017 and 2016 , respectively, only reflect the effects of future tax expense levied at an asset level.

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Table of Contents

KOSMOS ENERGY LTD.
Supplemental Quarterly Financial Information (Unaudited)
 
Quarter Ended
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
(In thousands, except per share data)
2018
 

 
 

 
 

 
 

Revenues and other income
$
127,177

 
$
215,473

 
$
250,219

 
$
309,500

Costs and expenses
201,751

 
364,091

 
364,912

 
22,475

Net income (loss)
(50,226
)
 
(103,273
)
 
(126,057
)
 
185,565

Net income (loss) per share:
 

 
 

 
 

 
 

Basic(1)
(0.13
)
 
(0.26
)
 
(0.31
)
 
0.44

Diluted(1)
(0.13
)
 
(0.26
)
 
(0.31
)
 
0.43

2017
 

 
 

 
 

 
 

Revenues and other income
$
151,966

 
$
146,524

 
$
151,242

 
$
187,104

Costs and expenses
158,630

 
131,252

 
216,162

 
308,647

Net loss
(28,841
)
 
(8,467
)
 
(63,405
)
 
(122,079
)
Net loss per share:
 

 
 

 
 

 
 

Basic(1)
(0.07
)
 
(0.02
)
 
(0.16
)
 
(0.31
)
Diluted(1)
(0.07
)
 
(0.02
)
 
(0.16
)
 
(0.31
)
_______________________________
(1)
The sum of the quarterly earnings per share information may not add to the annual earnings per share information as a result of rounding.

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Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.  Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer. This evaluation considered the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be disclosed in the SEC reports we file or submit under the Exchange Act is accurate, complete and timely. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Consequently, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2018 , in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.
On September 14, 2018, we completed the acquisition of Deep Gulf Energy (together with its subsidiaries "DGE"). We are in the process of integrating operations of DGE and affiliated entities related to this acquired business (“DGE business”), including internal controls over financial reporting and, therefore, management's evaluation and conclusion as to the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K excludes any evaluation of the internal control over financial reporting of the DGE business. The DGE business accounted for 37% of the Company's total assets and 17% of total revenues of the Company as of and for the year ended December 31, 2018.

Evaluation of Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles. All internal control systems have inherent limitations, including the possibility of human error and the possible circumvention of or overriding of controls. The design of an internal control system is also based in part upon assumptions and judgments made by management. As a result, even an effective system of internal controls can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our Chief Executive Officer and our Chief Financial Officer concluded that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this annual report on Form 10‑K, has issued an attestation report on the effectiveness of internal control over financial reporting as of December 31, 2018 which is included in “Item 8. Financial Statements and Supplementary Data.”

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Item 9B.  Other Information
Disclosures Required Pursuant to Section 13(r) of the Securities Exchange Act of 1934

Under the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we are required to include certain disclosures in our periodic reports if we or any of our “affiliates” (as defined in Rule 12b‑2 under the Exchange Act) knowingly engaged in certain specified activities during the period covered by the report. Because the Securities and Exchange Commission (“SEC”) defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the SEC).

We are not presently aware that we and our consolidated subsidiaries have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the fiscal quarter ended December 31, 2018. In addition, except as described below, at the time of filing this annual report on Form 10‑K, we are not aware of any such reportable transactions or dealings by companies that may be considered our affiliates as to whether they have knowingly engaged in any such reportable transactions or dealings during such period. Upon the filing of periodic reports by such other companies for the fiscal quarter or fiscal year ended December 31, 2018, as the case may be, additional reportable transactions may be disclosed by such companies.

As of December 31, 2018, funds affiliated with Warburg Pincus (“Warburg Pincus”) held approximately 8% of our outstanding common shares. We were also a party to a shareholders agreement with Warburg Pincus pursuant to which, among other things, Warburg Pincus had the right until November 28, 2018 to designate two members of our board of directors. Accordingly, Warburg Pincus was deemed an “affiliate” of us, during the fiscal quarter ended December 31, 2018.

Disclosure relating to Warburg Pincus and its affiliates

Warburg Pincus informed us of (i) the information reproduced below (the “EIGI Disclosure”) regarding Endurance International Group Holdings, Inc. (together with its subsidiaries, "EIGI"). EIGI is a company that may be considered an affiliate of Warburg Pincus. Because we and EIGI may be deemed to be controlled by Warburg Pincus, we may be considered an “affiliate” of each of EIGI for the purposes of Section 13(r) of the Exchange Act.

EIGI Disclosure:

Quarter ended December 31, 2018

“On July 25, 2018, the Office of Foreign Assets Control (“OFAC”) designated Electronics Katrangi Trading (“Katrangi”) as a Specially Designated National (“SDN”) pursuant to the Weapons of Mass Destruction Proliferators Sanctions Regulations, 31 C.F.R. Part 544. On July 30, 2018, during a regular compliance scan of EIGI’s user base, EIGI identified the domain SGP-FRANCE.COM (the “Domain Name”) which was listed as a website associated with Katrangi, on one of EIGI’s platforms. The Domain Name was managed using one of EIGI’s platforms by one of its reseller customers. Accordingly, there was no direct financial transaction between EIGI and the registered owner of the Domain Name and EIGI did not generate any revenue in connection with the Domain Name since Katrangi was added to the SDN list on July 25, 2018. Upon discovering the Domain Name on its platform, EIGI promptly suspended the Domain Name and removed it from its platform. EIGI reported the Domain Name to OFAC on August 7, 2018."

PART III
Item 10.  Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the 2019 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2018 .
Item 11.  Executive Compensation
The information required by this item is incorporated herein by reference to the 2019 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2018 .

132

Table of Contents

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the 2019 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2018 .
Item 13.  Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the 2019 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2018 .
Item 14.  Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to the 2019 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2018 .
PART IV
Item 15.  Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this report:
(1)
Financial statements
The financial statements filed as part of the Annual Report on Form 10‑K are listed in the accompanying index to consolidated financial statements in Item 8, Financial Statements and Supplementary Data.
(2)
Financial statement schedules
Schedule I—Condensed Parent Company Financial Statements
Under the terms of agreements governing the indebtedness of subsidiaries of Kosmos Energy Ltd. for 2018 , 2017 and 2016 (collectively “KEL,” the “Parent Company”), such subsidiaries may be restricted from making dividend payments, loans or advances to KEL. Schedule I of Article 5‑04 of Regulation S‑X requires the condensed financial information of the Parent Company to be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.
The following condensed parent‑only financial statements of KEL have been prepared in accordance with Rule 12‑04, Schedule I of Regulation S‑X and included herein. The Parent Company’s 100% investment in its subsidiaries has been recorded using the equity basis of accounting in the accompanying condensed parent‑only financial statements. The condensed financial statements should be read in conjunction with the consolidated financial statements of Kosmos Energy Ltd. and subsidiaries and notes thereto.
The terms “Kosmos,” the “Company,” and similar terms refer to Kosmos Energy Ltd. and its wholly-owned subsidiaries, unless the context indicates otherwise. Certain prior period amounts have been reclassified to conform with the current year presentation. Such reclassifications had no impact on our reported net income, current assets, total assets, current liabilities, total liabilities or shareholders equity.


133

Table of Contents

KOSMOS ENERGY LTD.
CONDENSED PARENT COMPANY BALANCE SHEETS
(In thousands, except share data)
 
December 31,
 
2018
 
2017
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
6,776

 
$
297

Receivables from subsidiaries
2,890

 

Note receivable from subsidiary
7,941

 

Prepaid expenses and other
313

 
290

Total current assets
17,920

 
587

Investment in subsidiaries at equity
1,432,468

 
1,419,890

Long-term note receivable from subsidiary
607,943

 

Deferred financing costs, net of accumulated amortization of $12,065 and $13,951 at December 31, 2018 and December 31, 2017, respectively
8,937

 
2,510

Restricted cash
305

 

Long-term deferred tax asset
(1,132
)
 

Total assets
$
2,066,441

 
$
1,422,987

Liabilities and shareholders’ equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
975

 
$
4

Accounts payable to subsidiaries

 
332

Accrued liabilities
18,972

 
19,128

Total current liabilities
19,947

 
19,464

Long-term debt
836,016

 
506,411

Long-term note payable to subsidiary
269,000

 

Shareholders’ equity:
 

 
 

Preference shares, $0.01 par value; 200,000,000 authorized shares; zero issued at December 31, 2018 and December 31, 2017

 

Common stock, $0.01 par value; 2,000,000,000 authorized shares; 442,914,675 and 398,599,457 issued at December 31, 2018 and December 31, 2017, respectively
4,429

 
3,986

Additional paid-in capital
2,341,249

 
2,014,525

Accumulated deficit
(1,167,193
)
 
(1,073,202
)
Treasury stock, at cost, 44,263,269 and 9,188,819 shares at December 31, 2018 and December 31, 2017, respectively
(237,007
)
 
(48,197
)
Total shareholders’ equity
941,478

 
897,112

Total liabilities and shareholders’ equity
$
2,066,441

 
$
1,422,987



134

Table of Contents

KOSMOS ENERGY LTD.
CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS
(In thousands)
 
Years Ended December 31,
 
2018
 
2017
 
2016
Revenues and other income:
 

 
 

 
 

Oil and gas revenue
$

 
$

 
$

Total revenues and other income

 

 

Costs and expenses:
 

 
 

 
 

General and administrative
47,279

 
51,544

 
48,542

General and administrative recoveries—related party
(36,197
)
 
(40,266
)
 
(40,047
)
Interest and other financing costs, net
66,055

 
55,596

 
55,253

Interest and other financing costs, net—related party
(7,941
)
 

 

Other expenses, net
49

 
40

 
1

Equity in losses of subsidiaries
23,614

 
155,878

 
220,031

Total costs and expenses
92,859

 
222,792

 
283,780

Loss before income taxes
(92,859
)
 
(222,792
)
 
(283,780
)
Income tax expense
1,132

 

 

Net loss
$
(93,991
)
 
$
(222,792
)
 
$
(283,780
)


135

Table of Contents

KOSMOS ENERGY LTD.
CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS
(In thousands)
 
Years Ended December 31,
 
2018
 
2017
 
2016
Operating activities
 

 
 

 
 

Net loss
$
(93,991
)
 
$
(222,792
)
 
$
(283,780
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 

 
 

 
 

Equity in losses of subsidiaries
23,614

 
155,878

 
220,031

Equity-based compensation
35,230

 
39,913

 
40,423

Amortization
7,292

 
3,070

 
3,070

Deferred income taxes
1,132

 

 

Other
268

 
3,884

 
3,530

Changes in assets and liabilities:
 
 
 
 
 
Decrease in receivables
1,234

 
986

 

(Increase) decrease in prepaid expenses and other
(23
)
 
127

 
52

(Increase) decrease due to/from related party
(42,163
)
 
14,463

 
(15,201
)
Increase in accounts payable and accrued liabilities
816

 
1,179

 
312

Net cash provided by (used in) operating activities
(66,591
)
 
(3,292
)
 
(31,563
)
Investing activities
 

 
 

 
 
Investment in subsidiaries
(36,192
)
 
4,691

 
(40,047
)
Net cash provided by (used in) investing activities
(36,192
)
 
4,691

 
(40,047
)
Financing activities
 

 
 

 
 
Borrowings under long-term debt
400,000

 

 

Payments on long-term debt
(75,000
)
 
 
 
 
Purchase of treasury stock
(206,051
)
 
(2,194
)
 
(1,981
)
Deferred financing costs
(9,382
)
 

 

Net cash provided by (used in) financing activities
109,567

 
(2,194
)
 
(1,981
)
Net increase (decrease) in cash and cash equivalents
6,784

 
(795
)
 
(73,591
)
Cash, cash equivalents and restricted cash at beginning of period
297

 
1,092

 
74,683

Cash, cash equivalents and restricted cash at end of period
$
7,081

 
$
297

 
$
1,092

 
 
 
 
 
 
Non-cash activity:
 
 
 
 
 
Issuance of common stock for related party receivable
$
307,944

 
$

 
$



136

Table of Contents

Schedule II
Kosmos Energy Ltd.
Valuation and Qualifying Accounts
For the Years Ended December 31, 2018 , 2017 and 2016
 
 
 
 
Additions
 
 
 
 
Description
 
Balance January 1,
 
Charged to Costs and Expenses
 
Charged To Other Accounts
 
Deductions From Reserves
 
Balance December 31,
2018
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful receivables
 
$

 
$
1,211

 
$

 
$

 
$
1,211

Allowance for deferred tax assets
 
$
93,525

 
$
63,335

 
$

 
$

 
$
156,860

2017
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful receivables
 
$
574

 
$
77

 
$

 
$
(651
)
 
$

Allowance for deferred tax assets
 
$
87,517

 
$
6,008

 
$

 
$

 
$
93,525

2016
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful receivables
 
$

 
$
574

 
$

 
$

 
$
574

Allowance for deferred tax assets
 
$
116,541

 
$
(29,024
)
 
$

 
$

 
$
87,517

Schedules other than Schedule I and Schedule II have been omitted because they are not applicable or the required information is presented in the consolidated financial statements or the notes to consolidated financial statements.
(3)    Exhibits
See “Index to Exhibits” on page 139 for a description of the exhibits filed as part of this report.
Item 16.  Form 10-K Summary
None

137

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
KOSMOS ENERGY LTD.
 
 
 
Date: February 28, 2019
By:
/s/ Thomas P. Chambers
 
 
Thomas P. Chambers
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
 
 
 
/s/ Andrew G. Inglis
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
February 28, 2019
Andrew G. Inglis
 
 
 
/s/ Thomas P. Chambers
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
February 28, 2019
Thomas P. Chambers
 
 
 
/s/ Paul M. Nobel
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
February 28, 2019
Paul M. Nobel
 
 
 
/s/ Brian F. Maxted
Director
February 28, 2019
Brian F. Maxted
 
 
 
/s/ Sir Richard B. Dearlove
Director
February 28, 2019
Sir Richard B. Dearlove
 
 
 
/s/ Deanna L. Goodwin
Director
February 28, 2019
Deanna L. Goodwin
 
 
 
/s/ Adebayo O. Ogunlesi
Director
February 28, 2019
Adebayo O. Ogunlesi
 
 
 
/s/ Chris Tong
Director
February 28, 2019
Chris Tong


138

Table of Contents

INDEX OF EXHIBITS
Exhibit
Number
 
Description of Document
 

 
Governing Documents
3.1

 
3.2

 
4.1

 
 

 
Operating Agreements
 
 
Certain of the agreements listed below have been filed pursuant to the Company’s voluntary compliance with international transparency standards and are not material contracts as such term is used in Item 601(b)(10) of Regulation S-K.
 

 
Ghana
10.1

 
10.2

 
10.3

 
10.4

 
10.5

 
10.6

 
 

 
Sao Tome and Principe
10.7

 
10.8

 
10.9

 
10.10

 
10.11

 

139

Table of Contents

Exhibit
Number
 
Description of Document
10.12

 
10.13

 
10.14

 
10.15

 
10.16

 
10.17

 
 

 
Senegal
10.18

 
10.19

 
10.20

 
 

 
Suriname
10.21

 
10.22

 
 

 
Mauritania
10.23

 
10.24

 
10.25

 
10.26

 

140

Table of Contents

Exhibit
Number
 
Description of Document
10.27

 
 

 
Equatorial Guinea
10.28

 
10.29

 
10.30

 
10.31

 
10.32

 
10.33

 
10.34

 
10.35

 
10.36

 
 

 
Cote d'Ivoire
10.37

 
10.38

 
10.39

 

141

Table of Contents

Exhibit
Number
 
Description of Document
10.40

 
10.41

 
 
 
Namibia
10.42*

 
10.43*

 
10.44*

 
 

 
Financing Agreements
10.45

 
10.46

 
10.47

 
10.48

 
 

 
Agreements with Shareholders and Directors
10.49

 
10.50

 
10.51

 
10.52

 
10.53

 
10.54

 
10.55

 

142

Table of Contents

Exhibit
Number
 
Description of Document
 

 
Management Contracts/Compensatory Plans or Arrangements
10.56†

 
10.57†

 
10.58†

 
10.59†

 
10.60†

 
10.61†

 
10.62†

 
10.63†

 
10.64†

 
10.65†

 
10.66†

 
10.67†

 
10.68†

 
10.69†

 
10.70†

 
10.71†

 
 
 
DGE Acquisition
10.72

 
 

 
Other Exhibits
14.1

 
21.1*

 
23.1*

 
23.2*

 
31.1*

 
31.2*

 

143

Table of Contents

Exhibit
Number
 
Description of Document
32.1**

 
32.2**

 
99.1*

 
101.INS*

 
XBRL Instance Document.
101.SCH*

 
XBRL Taxonomy Extension Schema Document.
101.CAL*

 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*

 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*

 
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*

 
XBRL Taxonomy Extension Definition Linkbase Document.
___________________________________
*     Filed herewith.
**   Furnished herewith.
†     Management contract or compensatory plan or arrangement.

144
Exhibit 10.42

PETROLEUM AGREEMENT
BETWEEN
THE GOVERNMENT OF THE REPUBLIC OF
NAMIBIA
AND
SIGNET PETROLEUM LIMITED
CRICKET INVESTMENTS (PTY) LTD
NATIONAL PETROLEUM CORPORATION OF
NAMIBIA
FOR
BLOCK 2914B
On ….. June 2011




    


PREAMBLE
WHEREAS all rights in relation to the exploration for, the production and disposal of, and the control over, Petroleum in or upon any Land in Namibia vest in the State;
AND WHEREAS the Petroleum (Exploration and Production) Act, 1991, provides for the exploration for, and the production and disposal of, Petroleum under a licence issued in terms of that Act;
AND WHEREAS Signet Petroleum Limited, Cricket Investments (Pty) Ltd and National Petroleum Corporation of Namibia have applied for Exploration Licence Block 2914B and intend, in the event of a Discovery of Petroleum of a commercial interest made by them, to apply fora Production Licence and to carry on Production Operations and to sell or otherwise dispose of Petroleum recovered;
AND WHEREAS the Minister of Mines and Energy is empowered to grant and issue Exploration Licences and Production Licences, subject to such terms and conditions as may, in addition to the terms and conditions set out in section 14 of the said Act, be agreed upon in terms of section 13 thereof;
AND WHEREAS the Minister is prepared to grant such application on certain terms and conditions;
NOW THEREFORE it is hereby agreed at WINDHOEK on this ……. day of June 2011 between:
THE GOVERNMENT OF NAMIBIA (“Government”)
(Herein represented by its Minister of Mines and Energy)
-and‑
1.    SIGNET PETROLEUM LIMITED;
2.    CRICKET INVESTMENTS (PTY) LTD; AND
3.    NATIONAL PETROLEUM CORPORATION OF NAMIBIA.
THAT the Minister of Mines and Energy shall cause‑
(a)    an Exploration Licence to be issued in accordance with the provisions of section 34 of the said Petroleum (Exploration and Production) Act 1991, to Signet Petroleum Limited, Cricket Investments (Pty) Ltd and National Petroleum Corporation of Namibia upon signature of this Agreement and delivery by same to the Minister of Mines and Energy of the Bank guarantee and the performance guarantee referred to in clauses 4 and 30 of the Agreement; and
(b)    in the event that a Discovery of a commercial interest is made in the area in respect of which such Exploration Licence has been issued and a Petroleum Field is declared under section 42 of the said Petroleum (Exploration and Production) Act, 1991, pursuant to such Discovery, upon an application made in terms of section 46 of that Act a Production Licence to be issued in accordance with the provisions of section 47(1)(a) of that Act to the said Signet Petroleum Limited, Cricket Investments (Pty) Ltd and National Petroleum Corporation

2


of Namibia. THAT the aforesaid Exploration Licence and, when issued, Production Licence shall, in addition to the terms and conditions contained in the said Petroleum (Exploration and Production) Act, 1991, and the Petroleum (Taxation) Act, 1991, be subject to the terms and conditions set out in the Schedule hereto.


3



SCHEDULE
ARRANGEMENT OF CLAUSES

Clause 1
7

Definitions
7

Clause 2
11

Address and other particulars of Company
11

Clause 3
12

Duration of Exploration Licence
12

Clause 4
13

Minimum exploration work programme
13

Clause 5
16

Technical Advisory Committee
16

Clause 6
18

Work programme and budget
18

Clause 7
18

Relinquishment
18

Clause 8
19

Discovery and development of Petroleum
19

Clause 9
23

Application for Production Licence
23

Clause 10
24

Sole risk
24

Clause 11
26

Environmental protection
26

Clause 12
31

Work practices and carrying out of operations
31

Clause 13
33

Royalty and annual charges
33

Clause 14
34

Taxation
34

Clause 14A
35

Optional Clause on Participation
35

Clause 15
35

Valuation of Namibian Crude Oil
35

Clause 16
38

Natural gas
38

Clause 17
40

Insurance and assets
40

Clause 18
42

Measurement of petroleum
42

Clause 19
42

Accounts and audits
42

Clause 20
43


4


Records and reports and ownership of data
43

Clause 21
44

Confidentiality of data
44

Clause 22
47

Employment and training
47

Clause 23
48

Namibian goods and services
48

Clause 24
48

Domestic supply obligation
48

Clause 25
49

Unit development
49

Clause 26
49

Termination
49

Clause 27
50

Vis major
50

Clause 28
50

Assignation
50

Clause 29
51

Arbitration
51

Clause 30
52

Performance guarantee
52

Clause 31
52

Entire agreement and amendments
52

Clause 32
52

Waiver
52

Clause 33
53

Changes in Legislation
53

Clause 34
53

Applicable law
53

Clause 35
53

Notices
53

Clause 36
54

Customs Exemptions
54

Clause 37
55

Exchange Rights
55

 
 
ANNEXURE 1
60

DESCRIPTION OF LICENCE AREA
60

ANNEXURE 2
61

MAP OF LICENCE AREA
61

ANNEXURE 3
62

BANK GUARANTEES
62

ANNEXURE 4
70

ACCOUNTING PROCEDURE
70

ANNEXURE 5
90

PERFORMANCE GUARANTEE
90


5


ANNEXURE 6
91

PRINCIPLES GOVERNING THE TRAINING SCHEME OF THE MINISTRY OF MINES WAND ENERGY (“MME”)
91

ANNEXURE 7
94

PRINCIPLES GOVERNING THE USE OF FUNDS PAID TO NAMCOR FOR ENVIRONMENTAL STUDIES
94



6



Clause 1
Definitions
1.1.
In this Agreement, unless the context indicates otherwise:
(a)
“Affiliate”, in relation to the Company, means any company holding directly or indirectly a majority of shares in the Company or any company which is controlled directly or indirectly by such first-mentioned company;
(b)
“Agreement” means this Petroleum Agreement between the Government and Signet Petroleum BVI, Cricket Investments (Pty) Ltd and National Petroleum Corporation of Namibia together with the Schedule and Annexures attached to this Agreement, and any extension, renewal or amendment hereof agreed in writing by the Parties;
(c)
“Appraisal Well” means any Well drilled after a Discovery of Petroleum has been made in the Licence Area for purposes of determining the quantity of Petroleum in the Petroleum Reservoir to which such Discovery relates;
(d)
“Associated Natural Gas” means Natural Gas produced from any Well in the Licence Area from which Crude Oil is predominantly produced and which is separated from Crude Oil in accordance with Good Oilfield Practices, including the free gas cap, but shall exclude any liquid hydrocarbons extracted from such gas;
(e)
“Barrel” means 42 United States gallons liquid measure, corrected to a temperature of 60 degrees Fahrenheit;
(f)
“Block” means a Block, as defined in section 1(1) of the Petroleum Act;
(g)
“Calendar Month” means any of the 12 months of the Calendar Year;
(h)
“Calendar Year” means a period of a year commencing on the first day of January in every year;
(i)
“Commissioner” means the Commissioner defined in section 1(1) of the Petroleum Act;
(j)
“Company” means the Company which is a Party or, in the case of a joint venture, the Companies which are parties to this Agreement, and includes any other company to which the Company has assigned its interest or any part thereof in relation to its Exploration Licence or in its Production Licence;
(k)
“Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004);
(l)
“Crude Oil” means any Petroleum which is in a liquid state at the wellhead or gas-oil separator or which is extracted from Natural Gas in a plant, including distillate and condensate, and which has been produced from the Licence Area;

7


provided however, that in clause 24 and where the context so admits, in clause 15, a reference to crude oil does not necessarily imply that it has been produced from• the Licence Area;
(m)
“Crude Oil Produced and Saved” means Crude Oil produced by the Company under a Production Licence, but shall not include any such Crude Oil which has been unavoidably lost or lawfully used in connection with operations for the recovery of Petroleum;
(n)
“Crystalline Basement”, for purposes of clause 4, means any igneous or metamorphic rock excluding sills, dykes and similar subsurface intrusions or any stratum in and below which the geological structure or physical characteristics of the rock sequence do not have the properties necessary for the accumulation of Petroleum in commercial quantities and which reflects the maximum depth at which any such accumulation can be reasonably expected;
(o)
“Decommissioning Plan” means the package of measures proposed by the Company pursuant to sA6(2)(viA) of the Petroleum Act to be taken after cessation of production operations to remove or otherwise deal with all installations, equipment, pipelines and other facilities, whether on shore or off shore, erected or used for purposes of such operations and to rehabilitate land disturbed by way of such operations, reviewed pursuant to s.68 A(1) and either approved or revised by the Minister pursuant to s.68A(2) or 68A(3) of the Petroleum Act.
(p)
“Development Operations” means Development Operations, as defined in section 1 of the Taxation Act;
(q)
“Development Plan” means the proposed programme of production and of processing of Petroleum submitted in terms of section 46(2) of the Petroleum Act;
(r)
“Discovery” means a Discovery as defined in section 1 of the Petroleum Act;
(s)
“Effective Date” means the date on which the last Party signs this Agreement;
(t)
“End of Period Report” means a report to be submitted by the Company to the Ministry at the end of an Exploration Period;
(u)
“End of Well Report” means a report to be submitted by the Company to the Ministry at the end of drilling a well;
(v)
“Environmental Damage” includes any damage or injury to, or destruction of, air or soil or water or any plant or animal life, whether in the sea or in any other water or on, in or under Land;
(w)
“Exploration Area” means an Exploration Area as defined in section 1(1) of the Petroleum Act;

8


(x)
“Exploration Licence” means an Exploration Licence as defined in section 1(1) of the Petroleum Act;
(y)
“Exploration Operations” means Exploration Operations as defined in section 1(1) of the Petroleum Act;
(z)
“Exploration Period” means the Initial Exploration Period, the First Renewal Exploration Period or the Second Renewal Exploration Period;
(aa)
“Exploration Well” means a Well drilled in the course of Exploration Operations, but shall not include an Appraisal Well; “First Renewal Exploration Period” means the period for which the
(bb)
Exploration Licence issued to the Company has been renewed for the first time under section 34 of the Petroleum Act;
(cc)
“Good Oilfield Practices” has the meaning assigned to it in section 1(i) of the Petroleum Act;
(dd)
“immovable Asset” means property which can be touched but which cannot be moved, and includes buildings, fixtures or improvements in or over Land and the right of occupation thereof;
(ee)
“Inflation Factor” means the figure, expressed to the fourth place of decimals, obtained by dividing the Price Index as reported for the first time in the monthly publication “International Financial Statistics” of the International Monetary Fund in the section “Prices, Production, Employment” for the month in which this Agreement has been signed by the Price Index first so reported for the month in which the expenditure in question has been so incurred or, for purposes of clause 22,4, the month for which the annual adjustment is to be made;
(ff)
‘Initial Exploration Period” means the period commencing on the date of signature of this Agreement and ending on a date not later than four years as from such first mentioned date or such shorter period as may be determined in clause 3;
(gg)
“Land” means Land as defined in section 1 (1) of the Petroleum Act;
(hh)
“Licence Area” means a Licence Area as defined in section 1 of the Taxation Act to which the licence of the Company relates and which is described in Annexure 1 and shown on the map contained in Annexure 2;
(ii)
“Minister” means the Minister as defined in section 1(1) of the Petroleum Act;
(jj)
“Ministry’ means the Ministry of Mines and Energy of the Republic of Namibia;
(kk)
“Namcor” means the National Petroleum Corporation of Namibia;

9


(ll)
“Natural Gas” means Natural Gas, whether Associated or Non Associated, and all its constituent elements produced from any Well in the Licence Area and all non hydrocarbon substances therein;
(mm)
“Natural Gas Produced and Saved” means Natural Gas produced by the Company under a Production Licence, but shall not include any such Natural Gas which has been unavoidably lost or lawfully used in connection with operations for the recovery of Petroleum;
(nn)
“Non Associated Natural Gas” means Natural Gas other than Associated Natural Gas;
(oo)
“Party” means the Government or the Company, as the case may be;
(pp)
“Petroleum” means Petroleum as defined in section 1(1) of the Petroleum Act;
(qq)
“Petroleum Act” means the Petroleum (Exploration and Production) Act, 1991;
(rr)
“Petroleum Data” has the meaning assigned to it clause 20.3 of this Agreement;
(ss)
“Petroleum Field” means a Petroleum Field as defined in section 1(1) of the Petroleum Act
(tt)
“Petroleum Operations” means Exploration Operations and Production Operations carried out in or in connection with a Licence. Area;
(uu)
“Petroleum Produced and Saved” means Crude Oil and Natural Gas Produced and Saved;
(vv)
“Petroleum Reservoir” means a Petroleum Reservoir as defined in section 1(1) of the Petroleum Act;
(ww)
“Price Index” means the value of the United States Industrial Goods Producer Price Index reported for the first time for the year or, for purposes of clauses 4.7 and 22.5, the month in question in the monthly publication of the International Monetary Fund known as the “International Financial Statistics” in the section titled “Prices, Production, Employment”;
(xx)
“Production Area” means a Production Area as defined in section 1(1) of the Petroleum Act;
(yy)
“Production Licence” means a Production Licence as defined in section 1(1) of the Petroleum Act;
(zz)
“Production Operations” means Production Operations as defined in section 1(1) of the Petroleum Act;
(z1)
“Quarter” means a period of three consecutive Calendar Months commencing on the first day of January, April, July or October of each Calendar Year;

10


(z2)
“Second Renewal Exploration Period” means the period for which the Exploration Licence issued to the Company has been renewed for the second time under section 34 of the Petroleum Act;
(z3)
“Site Restoration” means all activities required to return a site to its natural state or to render a site compatible with its intended after use after cessation of Petroleum Operations in relation thereto, and shall include removal of equipment, offshore and onshore structures and debris, establishment of compatible contours and drainage, replacement of top soil, re-vegetation, slope stabilization or infilling of excavations;
(z4)
‘Taxation Act” means the Petroleum (Taxation) Act, 1991;
(z5)
“Trust Fund” means the trust fund referred to in s.68(B) of the Petroleum Act.
(z6)
‘Well” means a Well as defined In section 1(1) of the Petroleum Act.
1.2.
For the purposes of the definition of “Affiliate”‑
(a)
a Company is directly controlled by any other company or companies if such company or companies hold shares in such first-mentioned Company carrying in the aggregate the majority of votes exercisable at the Company’s general meetings;
(b)
a particular Company is indirectly controlled by a company or companies (hereinafter referred to as the parent company or companies) if a series of companies can be specified, beginning with the parent company, so related that each company of the series, except the parent company or companies, is directly controlled by one or more of the companies earlier in the series.
1.3.
The headings to the respective clauses of this Agreement are used merely for convenience and shall not form part of this Agreement.
1.4.
Unless the contrary intention appears, words importing the masculine gender include females and words in the singular number include the plural, and words in the plural number include the singular.
Clause 2     
Address and other particulars of Company
2.1a
Signet Petroleum Limited is duly registered and incorporated as a British Virgin Islands company in accordance with the provisions of the companies registration laws of the British Virgin Islands in respect of which incorporation a certificate of incorporation No.1590364 dated 18th June 2010 has been issued.

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2.1b
The registered address of Signet Petroleum Limited is 27, Reid Street, 1st Floor, Hamilton HM11 Bermuda.
2.1c
Signet Petroleum Limited hereby declares that the following persons are the beneficial owners of more than five per cent of the shares issued by it:‑
Full Name:
Percentage held:
1. Wade Cherwayko
1. 70% (seventy percent)
2. Ian Burns
2. 15% (fifteen percent)
3. Middle March Partners
3. 15% (fifteen percent)

2.2a
Cricket investments (Pty) Limited is duly registered and incorporated as a Namibian company in accordance with the provisions of the Companies Act in respect of which incorporation a certificate of incorporation No. _2008 0317.. dated 1 1 th April 2008 has been issued.
2.2b
The registered address of Cricket Investments (Pty) Limited is 61 Bismarch Street, PO Box 2148 Windhoek Namibia.
2.2c
Cricket Investments (Pty) Limited hereby declares that the following person is the beneficial owner of more than five per cent of the shares issued by it:‑
Full Names:
Percentage held:
1. C/0 BDO Spencer Accountants
1. 100% (one hundred percent)

2.3a.
National Petroleum Corporation of Namibia is a wholly owned corporation of the Republic of Namibia.
2.3b.
The registered address of National Petroleum Corporation of Namibia is 1 Avaition Road Road, Petroleum House, Private Bag 13196, Windhoek Namibia
2.2c
National Petroleum Corporation of Namibia hereby declares that the following person is the beneficial owner of more than five per cent of the shares issued by it:‑
Full Names:
Percentage held:
1. The Republic of Namibia
1. 100% (one hundred percent)

Clause 3     
Duration of Exploration Licence

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3.1.
Subject to the provisions of the Petroleum Act, the Exploration. ticence:, granted to the Company shall be for an initial period of four years commencing frorn the date of signature of this Agreement by all the parties thereto.
3.2.
Subject to the provisions of the Petroleum Act, the Exploration Licence referred to in clause 3.1 may be renewed for such further period, not exceeding two years, as may be determined by the Minister at the time of the renewal of such licence as from the date on which such licence would have expired if an application for its renewal had not been made or on the date on which the application for such renewal is granted, whichever date is the later date: Provided that such licence shall not be renewed on more than two occasions.
Clause 4     
Minimum exploration work programme
4.1.
Subject to clause 4.6, the Company shall, during each of the periods referred to in clauses 4.1(4 4.1(b) and 4.1 (c) below into which its exploration work programme is divided for purposes of this Agreement, carry out the work specified in such paragraphs, and shall spend not less than the amounts so specified in relation to such work:
(a)
initial Exploration Period
(i)
Minimum exploration work
(A)
Gather relevant technical data including drilling seismic, magnetic and gravity data and existing reports relating to the prospectivity for hydrocarbons in the license area;
(B)
Review all available data on the basin;
(C)
Reprocess selected seismic lines for reference purposes.
(D)
Plan for the acquisition of new data, both surface geochemistry and surface seep studies;
(E)
Acquisition of 3000 km of 2D Seismic Data;
(F)
Acquisition of 1000 km2 of 3D Seismic Data; and
(G)
Submission of an End of Period Report to the Ministry, provided that the Parties acknowledge and agree that the
Company may, at its discretion acquire more than 1000 km2 of 3D Seismic Data in which event, the Company shall be relieved of its obligation to acquire the 3,000 km2 2D Seismic Data and shall only acquire such 2D Seismic Data as it deems fit.
(ii)
Minimum exploration expenditure
(A)
US$ 5,000,000 (five million United States Dollars). The Parties acknowledge and agree that this amount:

13


(1)
represents the minimum amount to be spent in completing the minimum exploration work stated in clause 4.1(a)(i)•above and it excludes the cost of residential and office accommodation, annual charges payable under clause 13.1(b) and the annual sum to be spent pursuant to clause 22.3; and
(2)
is expressed in constant price terms at price levels pertaining on the date of signature.
(b)
First Renewal Exploration Period
(i)
Minimum exploration work
(A)
Procure drilling vessel and drill one exploration well to a minimum depth of 3,000 m in the License Area; and
(B)
Submit End of Well Report to the Ministry.
(ii)
Minimum exploration expenditure
US$ 10,000,000 (ten million United States Dollars). The Parties acknowledge and agree that this amount represents the minimum amount to be spent in completing the minimum -.exploration work stated in clause 4,1(b)(i) above and it excludes the cost of residential and office accommodation, annual charges payable under clause 13.1(b) and the annual sum to be spent pursuant to clause 22.3.
(c)
Second Renewal Exploration Period
(i)
Minimum exploration work
(A)
Carry out post-drill analysis;
(B)
Procure a drilling rig;
(C)
Drill one well to a minimum depth of 3,000 m in the License Area; and
(D)
Submit End of Well Report to the ministry.
(ii)
Minimum exploration expenditure
10,000.000 (ten million United States Dollars) The Parties acknowledge and agree that this amount represents the minimum amount to be spent in completing the minimum exploration work stated in clause 4.1(c)(i) above and it excludes the cost of residential and office accommodation, annual charges payable under clause 13.1(b) and the annual sum to be spent pursuant to clause 22.3.
4.2.
The minimum exploration expenditure referred to in clause 4.1 for each Exploration Period shall not have been satisfied unless the total actual expenditure attributable to the work specified in clause 4.1 for the relevant period equals or exceeds the sums mentioned in the said clause 4.1, provided that for this purpose all such actual

14


attributable expenditures shall be adjusted for inflation, commencing from the Calendar Month in which this Agreement is signed by multiplying each such expenditures by the Inflation Factor.
4.3.
If the Price Index ceases to be published, the Price Index contemplated in clause 4.2 shall for the purposes of this Agreement be such price index as may be determined by mutual agreement between the Parties to this Agreement.
4.4.
Any expenditure incurred by the Company in respect of an appraisal programme referred to in clause B of this Agreement shall not be regarded to be expenditure incurred for purposes of clause 4.1.
4.5.
If the Company has during any period referred to in clause 4.1 spent more than the amount specified therein in respect of the period in question, the amount so overspent may, subject to adjustment in terms of clause 4.2, be carried over and credited against the minimum amount so specified in respect of the next ensuing Exploration Period: Provided that this sub clause shall not be construed as detracting or modifying any obligation of the Company to drill Exploration Wells or to conduct seismic surveys in terms of this clause.
4.6.
No Exploration Well drilled by the Company shall be regarded as discharging the Company from its obligation to drill such Exploration Well, unless
(a)
such Well has been drilled to a depth or stratigraphic level specified in clause 4.1; or
(b)
such Well has been drilled to such depth as may be necessary for evaluation of the geological formation established by the available geophysical data as the deepest objective in the feature chosen for drilling; or
(c)
a Discovery is made and further drilling may cause irrepairable damage to such Discovery; or
(d)
before reaching the depth referred to in subparagraphs (a) and (b), the Crystalline Basement is encountered; or
(e)
before reaching such Crystalline Basement, insurmountable technical problems are encountered which will make further drilling impractical, provided that if the said Well is abandoned owing to the said problems before reaching the said Crystalline Basement, the Company shah drill a substitute Exploration Well in the Licence Area to the depth aforesaid and the Parties will agree on an extension of the relevant Exploration Period.
4.7.
The Company shall within 30 (thirty) days from the Effective Date and on the first day on which the First Renewal Exploration Period and the Second Renewal Exploration Period respectively commence, provide, in a form substantially similar to the form set out in Annexure 3, a bank guarantee in respect of the minimum expenditure referred to in clause 4.1 in respect of the Exploration Period in question and the Parties agree that:

15


(a)
The amount of any such bank guarantee shall be reduced at the end of every Quarter by an amount equal to the actual expenditure incurred by the Company during such Quarter in discharge of its obligations under clause 4.1.
(b)
If at the end of the Initial Exploration Period, the First Renewal Exploration Period or Second Renewal Exploration Period, as the case may be, the expenditure incurred by the Company during any such period, as adjusted in accordance with clause 4.2, and with due regard to any amount carried over in terms of clause 4.5 does not equal or exceed the minimum expenditure referred to in clause 4.1 for such period, the said bank guarantee shall be invoked for purposes of payment to the Minister of the full amount of the shortfall, as adjusted by multiplying such shortfall by a figure, expressed to the fourth place of decimals, obtained by dividing the Price Index, for the Calendar Month immediately preceding the day of receipt of written demand for payment of such shortfall, by such Price Index as so reported for the Calendar Month in which this Agreement has been signed.
4.8.
The Company shall submit to the Commissioner annually a work programme and a budget reviewed in accordance with the terms of clause 5.4 setting forth the work to be carried out and showing an estimate of the amounts to be spent thereon.
Clause 5     
Technical Advisory Committee
5.1.
The Minister and the Company shall as soon as possible after the date on which this Agreement is signed establish a committee to be known as the Technical Advisory Committee which shall consist of‑
(a)
a chairman and three other persons appointed by the Minister: and
(b)
four other persons appointed by the Company.
5.2.
The Minister and the Company may, with due regard to the terms of clause 5.1, appoint by notice in writing, whether by telex, telefax or otherwise, any person to act in the place of any member of the Technical Advisory Committee during his absence or incapacity to act as a member of the Committee.
5.3.
When an alternate member acts in the place of any member he/she shall have the powers and perform the duties of such member.
5.4.
Without prejudice to the rights and obligations of the Company in relation to the management of its operations the functions of the Technical Advisory Committee shall be‑
(a)
to oversee and monitor all Petroleum Operations carried out by the Company;
(b)
to review any proposed exploration work programme and budgets to be submitted by the Company to the Commissioner in terms of clauses 4.8 and

16


6 and to monitor the implementation of any appraisal programmes submitted by the Company to the Minister in terms of clause 8;
(c)
to review and recommend to the Commissioner for approval, at any date after the date on which application is made by the Company for a Production Licence in respect of any part of the Licence Area and for as long as Petroleum is produced in such area, any proposed exploration work programme and budgets and any proposed amendment to be submitted to the Commissioner in terms of clauses 4.8 and 6;
(d)
to review any appraisal programmes submitted by the Company to the Minister in terms of clause 8 and any Development Plan which the Company proposes to submit in connection with an application for a Production Licence in terms of clause 9;
(e)
to ensure that the accounting of expenditure and the maintenance of operating records and reports kept in connection with the Petroleum Operations are made in accordance with this Agreement and the accounting principles and procedures generally accepted in the international petroleum industry.
5.5.
All meetings of the Technical Advisory Committee shall be held at such places, whether within or, with the prior approval in writing of the Minister, outside Namibia, and at such times, but not less than one meeting during each half of the Calendar Year during the term of the Exploration Licence and thereafter not less than one meeting during each Quarter, as may be determined unanimously by its members.
5.6.
Five members of the Technical Advisory Committee shall form a quorum for a meeting of the Committee.
5.7.
The Minister or the Company shall have the right to call any expert to any meeting of the Technical Advisory Committee to advise the Committee on any matter of a technical nature requiring expert advice.
5.8.
A unanimous vote of all the members of the Technical Advisory Committee present at a meeting thereof on any matter requiring a decision of the Committee as set out in clause 5.4 shall be a decision of the Committee and shall be binding upon the Parties to this Agreement. The committee shall not make any decision which shall unreasonably or negatively impede the Company’s ability to fulfill its obligations under this Agreement.
5.9.
If a decision cannot be taken as contemplated in clause 5.8
(a)
in the case of a proposal of the Company in relation to a matter referred to in paragraph (a), (b) or (d) of clause 5.4, the proposal of the Company shall prevail, provided (i) that such proposal is not inconsistent with any term of this Agreement; and (ii) that, in the case of the review of a Development Plan, such proposal contains the particulars contemplated in section 46(2)(e) to (k) of the Petroleum Act;
(b)
in the case of any dispute in respect of a matter contemplated in paragraph

17


(c)
of clause 5.4, such dispute between the Minister and the Company shall be referred, within 90 days as from the date of the meeting on which no decision could have so been taken, to a sole expert appointed in accordance with the terms of clause 29.6.
Clause 6     
Work programme and budget
6.1.
During the currency of an Exploration Licence the Company shall prepare and submit in each Calendar Year, not less than three months prior to the last day of each Calendar Year to the Commissioner a work programme and budget referred to in paragraph (b) or (c) of clause 5.4 for review or for review and recommendation by the Technical Advisory Committee in accordance with the terms of those paragraphs, setting forth the Exploration Operations which the Company proposes to carry out during the period of 12 months immediately following such last day and the estimated cost thereof.
6.2.
Any work programme and budget submitted in terms of sub clause 6.1 for review or review and recommendation by the Technical Advisory Committee to the Commissioner and any revision or amendment thereof shall be consistent with the requirements set out in clause 4 relating to the minimum exploration work and minimum exploration expenditure for any of the periods so set out within which the work programme and budget will fall.
6.3.
The Company may by notice in writing to the Minister amend any work programme or budget submitted to the Technical Advisory Committee, provided that the work programme or budget is not required to be submitted to that Committee for review and recommendation to the Commissioner under the terms of paragraph (c) of clause 5.4 and such amendment is consistent with the Company’s obligations under clause 4.
6.4.
A notice referred to in clause 6.3 shall state the reasons for which the amendment is necessary or desirable.
Clause 7     
Relinquishment
7.1.
Subject to the provisions of the Petroleum Act, the Company shall by notice in writing addressed and delivered to the Commissioner relinquish‑
(a)
not later than 30 days before the end of the fourth year of the currency of the Exploration Licence, at least 50 per cent of the Exploration Area as described in Annexure 1 to which such licence relates and identified in such notice;
(b)
not later than 30 days before the end of the sixth year of such currency, at least a further 26 per cent of such Exploration Area as described in Annexure 1 and so identified,

18


Whereupon any part of the Exploration Area so identified shall cease to be part of such Exploration Area as from a date 90 days after the date of such notice: Provided that‑
(i)
if such licence is cancelled in terms of section 19(3) of the Petroleum Act in relation to any area of Land in any Calendar Year of the currency of such licence, such area of Land shall be deemed to have been relinquished for the purposes of the determination of the relinquishment next required to be made by the Company under paragraph (a) or (b);
(ii)
any area of Land relinquished under clause 7.2, shall be deemed to have been relinquished for the purposes of the determination of the relinquishment next required to be made by the Company under paragraph (a) or (b);
(iii)
the Company shall relinquish such Land in such a manner so as to ensure that the Exploration Area is, after such relinquishment, a single area consisting, in so far as it is possible, of rectangular blocks bounded by lines running either due North and South or due East and West and having sides, each of at least 30 seconds of longitude or latitude, as the case may be;
(iv)
the Company shall not be required to relinquish any Land in the Exploration Area which is subject to an application for a Production Licence or situated within a Petroleum Field or subject to an application for the declaration of a Petroleum Field.
7.2.
The Company may, subject to the terms of sub-paragraph (iii) of the proviso to clause 7.1, by notice in writing addressed and delivered to the Commissioner- relinquish any area of Land to which its Exploration Licence relates from a date not less than six months from the date on which such notice was delivered to the Commissioner.
7.3.
Any relinquishment in terms of clause 7.2 shall be without prejudice to any obligation incurred by the Company in respect of the area relinquished prior to the date of relinquishment and such relinquishment shall not affect the obligations of the Company under clause 4.
Clause 8     
Discovery and development of Petroleum
8.1.
When a Discovery is made in an Exploration Area, the Company shall
(a)
forthwith inform the Commissioner by notice in writing of the fact that such Discovery has been made;
(b)
forthwith cause tests to be made in connection with such Discovery in order to determine the commercial interest of such Discovery;

19


(c)
within a period of 60 days after such notice, furnish the Commissioner in writing with particulars of the steps which it proposes to take to satisfy the requirements of paragraph (e) of this clause;
(d)
within a period of 60 days after such notice, furnish the Commissioner in writing with particulars relating to the Block or Blocks where such Discovery has been made, the nature of such Discovery and such other particulars as the Commissioner may require;
(e)
within a period of 60 days after having completed such tests, furnish the Commissioner with a report containing an evaluated result of such tests and an evaluation of the potential commercial interest of such Discovery.
8.2.
If the report referred to in paragraph (e) of clause 8.1 indicates that in the Company’s judgment, utilizing Good Oilfield Practices, a Discovery may be of commercial interest, the Company
(a)
shall within 90 days of the delivery of such report address and deliver to the Commissioner an appraisal programme which is commensurate with the size and nature of the Discovery for the Commissioner’s approval which shall include particulars relating to the drilling of Appraisal Wells;
(b)
shall upon approval forthwith take all such steps as may be reasonable in the circumstances in order to appraise the Discovery and determine the quantity of Petroleum to which the Discovery relates in so far as it occurs within the Exploration Area;
(c)
may apply, pursuant to section 42 of the Petroleum Act, for the declaration of a Petroleum Field over the relevant area;
8.3.
The Commissioner shall by notice in writing addressed and delivered to the Company within 30 days of delivery of the appraisal programme indicate whether or not he approves thereof.
8.4.
Where the appraisal programme is not approved by the Commissioner, the Technical Advisory Committee shall, within a period of 30 days from the date on which the notice referred to in clause 8.3 was delivered to the Company, meet to discuss and agree on revisions to the appraisal programme.
8.5.
If the members of the Technical Advisory Committee are unable to agree on revisions to the appraisal programme, the provisions of clause 5.9 shall apply mutatis mutandis, enabling the Company to proceed with the implementation of its appraisal programme, with such revisions, if any, as it deems fit. The Company’s appraisal programme shall be deemed to have been approved by the Commissioner on the date on which the Commissioner receives notification from the Technical Advisory Committee on the outcome of its deliberations.
8.6.
The Company shall, within two years from the date on which the Commissioner approved of the appraisal programme or such longer period as the Commissioner on• good cause shown may allow, address and deliver to the Commissioner‑

20


(a)
a full report containing particulars of the results of the appraisal programme, including particulars relating to
(i)
the location and depth of Petroleum or hydrocarbon bearing structures;
(ii)
the composition of Petroleum or hydrocarbons;
(iii)
the estimated recoverable reserves of Petroleum or hydrocarbons;
(iv)
the estimated daily production potential of Petroleum or hydrocarbons;
(b)
a preliminary estimate of the cost of Development Operations and Production Operations relating to the Discovery, including the cost of transportation of Petroleum or hydrocarbons, based upon an outline design for the development of the Discovery.
8.7.
The Company shalt, in so far as it is able to do so from results obtained from an appraisal programme, within 13 months after the date on which the Commissioner approved of such programme, issue an interim report containing the particulars and preliminary estimates contemplated in clause 8.6.
8.8.
The Commissioner may, at any time after delivery of the report and estimates referred to in clause 8.6, request the Company to supply such further particulars relating to such report as he deems necessary and the Company shall comply in writing with such request within 30 days from the date of delivery of such request.
8.9.
The Commissioner and the Company shall, within three months of the delivery of the report and estimates referred to in clause 8.6 or such longer period as the Commissioner on good cause shown may allow, discuss the report and estimates to determine whether the Discovery is of commercial interest.
8.10.
If the Company decides that the Discovery is not of present commercial interest and the Commissioner does not agree with such determination, the Commissioner may cause an independent evaluation of the Discovery to be carried out. If the independent evaluation establishes that the Discovery is of commercial interest, the provisions of clause 8.11 shall apply.
8.11.
If the conclusion of the evaluation referred to in clause 8.10 is that the Discovery is of commercial interest the Minister may, subject to the terms of clause 8.12, by notice in writing addressed and delivered to the Company, direct that with effect from a date specified in such notice the Licence in question shall cease to be of any force and effect in relation to the Discovery Block in question and any adjoining Land required for purposes of obtaining access to that Block.
8.12.
The Minister shall not exercise his powers under clause 8.11, unless he‑
(a)
has submitted the evaluation referred to in clause 8.10 to the Company for consideration and afforded the Company a period of three months from the date of delivery of the said evaluation to review its position regarding the commercial interest of the Discovery and to notify the Minister in writing of its

21


intention to develop the Discovery and the Company has failed or refused to so notify the Minister or has notified the Minister that it does not intend to develop the Discovery;
(b)
has by notice in writing addressed and delivered to the Company informed the Company of his intention to exercise such powers;
(c)
has requested the Company to make representations to the Minister in relation to the matter on or before a date specified in such notice;
(d)
is, having regard to information available to him and after having considered any representations made to him by virtue of the notice referred to in paragraph (a), satisfied that the Discovery is of commercial interest.
8.13.
In the event of the Company notifying the Minister of its intention to develop the Discovery as contemplated in paragraph (a) of clause 8.12, the Company shall reimburse the Government the cost of the independent evaluation referred to in clause 8.10.
8.14.
If the Minister has given a direction to the Company that the Company’s Exploration Licence shall cease to be of any force and effect in relation to the Discovery Block in question and any adjoining Land required for purposes of obtaining access to that Block in terms of clause 8.11, the Company may apply to the Minister to reinstate the rights it previously had in respect of the relevant area: Provided that‑
(a)
the rights so reinstated shall not subsist beyond the date on which they would have expired, if the Minister had not made the direction under the said clause 8.11;
(b)
no such rights shall be exercised by the Company if the Minister has, subsequent to the said direction, granted any rights to any other person in relation to the area in question which are inconsistent with the rights so reinstated by the Minister;
(c)
the Company pays to the Government an amount equal to‑
(i)
the cost of the independent evaluation referred to in clause 8.10, if any;
(ii)
any expenditure incurred by the Government in relation

to Exploration Operations, appraisal operations and any other work done in or connected with such area after the date on which the said direction of the Minister under clause 8.11 was delivered to the Company; and
(iii)
500 per cent of all such expenditure referred to in subparagraphs (i) and(ii), which amount shall not be allowable as a deduction under the Taxation Act.

22


8.15.
Notwithstanding the other provisions of this clause 8, if after having carried out an appraisal programme pursuant to section 39 (2) of the Petroleum Act, that a Discovery of Crude Oil is not of present commercial interest but may become of commercial interest then, if the Commissioner agrees with such determination, the Minister hereby agrees to allow the Company to retain the Discovery Block for the duration of the Company’s Exploration Licence and any renewal thereof, provided that:
(a)
The determination of potential commerciality shall be based on relevant economic criteria, including but not limited to, potential Crude Oil production rates, Crude Oil prices, development costs, operating costs as well as any other relevant criteria;
(b)
The Company shall reassess the commerciality of the Discovery twelve months after the Discovery has been notified to the Commissioner and thereafter every two years, based on the same economic criteria as set forth in (a) above;
(c)
The Company shall within 30 days after the completion of each reassessment inform the Minister whether it determines the Discovery still to be of potential commercial interest. A copy of any reassessment study shall be given to the Commissioner;
(d)
If as a result of the Company’s reassessment under clause 8.15(b) the Company determines that the Discovery has become of commercial interest the provisions of clause 8.2 to 8.14 shall apply;
(e)
If as a result of the Company’s reassessment under clause 18.5(b) the Company determines that the Discovery remains only of potential commercial interest, but the Commissioner considers that it is of present commercial interest, the provisions of clause 8.10 shall apply; and
(f)
If as a result of the Company’s reassessment under clause 8.15(b), the Company determines that the Discovery is no longer of potential commercial interest, the Minister may require the Company to relinquish the Discovery Block.
Clause 9     
Application for Production Licence
9.1.
If the Company intends to apply for a Production Licence in respect of the Discovery Block in question as contemplated in section 43(1) of the Petroleum Act, the Company shall arrange a meeting with the Commissioner to identify, after having had due regard to all the relevant particulars, the Discovery Block or Blocks to which such licence should relate.
9.2.
Where a part of a Petroleum Reservoir in respect of which the Company intends to make an application for a Production Licence is contained in a Block or Blocks outside the Licence Area, such Block or Blocks may be included at the Minister’s discretion in the area in relation to which application for a Production Licence is made, provided

23


that such Block or Blocks are not subject to an Exploration or Production Licence granted to any other person,
9.3.
The Company shall, in making an application for a Production Licence as contemplated in section 43(1) of the Petroleum Act, comply with the provisions of section 46(2) of the Petroleum Act and any other provisions relating to such applications.
9.4.
The proposed programme of Production Operations and processing of Petroleum referred to in section 46(2)(i) of the Petroleum Act shall‑
(a)
relate exclusively to the Block or Blocks within the area to which the Licence relates and which, on a reasonable interpretation of the available particulars, contain a Petroleum Reservoir or part thereof;
(b)
be designed to ensure the most efficient, beneficial and timely use of the Petroleum resources in the area to which the Production Licence relates; and
(c)
be compiled in accordance with sound engineering, economic, safety and environmental principles recognized in the international petroleum industry.
9.5.
The Minister shall, subject to the provisions of section 47 of the Petroleum Act and after approval of the Development Plan, within six months after delivery of the application for a Production Licence referred to in clause 9.3, grant such application and issue such licence for a period of 25 years
9.6.
If, within a period of 60 days after submission of the Development Plan, the Minister has failed or refused to approve such Development Plan, the Minister shall arrange a meeting with the Company to be held within a period of 14 days after the expiry of the aforesaid period,
9.7.
If the Minister and the Company are unable to agree at the meeting referred to in clause 9.6 on whether such Development Plan meets the requirements set forth in clause 9.4, the Minister or the Company may request the appointment of the expert contemplated in clause 29.6, if necessary, and submit the dispute for determination.
9.8.
In the event of the expert referred to in clause 9.7 determining that such Development Plan does not meet the requirements of clause 9.4, the said expert shall determine which modifications to such Development Plan are necessary to comply with the requirements of clause 9.4 and the Company shall modify such Development Plan accordingly.
9.9.
The decision of the expert referred to in clause 9.8 shall be final and binding on the Minister and the Company, provided that in the event of the Company being dissatisfied with the decision of the said expert, it may, within 60 days after the
9.10.
date on which the decision was conveyed to it, notify the Minister that it withdraws the application for a Production Licence referred to in clause 9.3, in which event such notice shall be deemed to be a report by the Company contemplated in section 39(1) of the Petroleum Act.

24


Clause 10     
Sole risk
10.1.
Subject to the terms of clause 10.5, the Minister may during any Exploration Period require the Company by notice in writing‑
(a)
to test any additional horizons within the agreed Well depth; or
(b)
to penetrate and test any horizons deeper than such depth; or
(c)
to continue drilling and test any such additional horizons.
10.2.
A notice referred to in clause 10.1 shall be given as early as possible prior to or during the drilling of the Well, but in any case not after the Company has notified the Minister of the detailed completion or abandonment plan for the Well. Upon receipt of such notice the Company shall, subject to the terms of clause 10.5, cause such tests, penetration and drilling to be carried out at the sole cost and risk of the Government. At any time before such tests, penetration or drilling is carried out the Company may elect to include such tests, penetration or drilling in its Exploration Operations.
10.3.
Subject to the terms of clause 10.5, the Minister may‑
(a)
during any Exploration Period recommend that the Company include certain Exploration Wells in its exploration work programme;
(b)
if any dispute arises in relation to any recommendation made in terms of paragraph (a), require by at least six months notice in writing to the Company, which notice shall contain the proposed location of the Well, the geological objective and other details of the Well to be drilled and the schedule of financing, the Company to drill within the Exploration Area and at the sole cost and risk of the Government, a maximum of two such Exploration Wells per Calendar Year, provided that suitable rigs are available for use in the Exploration Area, and such operations will not unreasonably interfere with Petroleum Operations required to be carried out under this agreement. The Company may, at any time before such Exploration Wells are drilled, elect to include such Exploration Wells in its Exploration Operations.
10.4.
If a Discovery is made in consequence of any activities carried out in terms of clauses 10.1 and 10.3 the Minister may cause at the sole cost, risk and benefit of the Government the Discovery to be appraised and any Petroleum discovered to be developed and produced. The Company may before such appraisal, development or production, as the case may be, inform the Minister by notice in writing that it wishes to take over such appraisal or development under the terms of its Licence. In such event the Company shall pay to the Government
(a)
within 30 days from the date of dispatch of its notice to the Minister, an amount equivalent to the expenditures incurred by the Minister in connection with such appraisal, development or production; and

25


(b)
if the Company so informs the Minister before such appraisal commences, an additional amount equal to 200 per cent of the expenditure referred to in paragraph (a) or, if the Company so informs the Minister after such appraisal has commenced, but before such development commences, an additional amount equal to 600 per cent of the expenditure referred to in paragraph (a), which expenditure and additional amount shall not be allowable as a deduction under the Taxation Act.
10.5.
The Company shall by virtue of a notice given in terms of clauses 10.1, 10.3 and 10.4 not be required‑
(a)
to test any additional horizons or to penetrate and test any deeper horizons or to drill any additional Exploration Wells if, employing Good Oilfield Practices, such operations are not technically feasible and cannot be conducted in a safe and prudent manner or such operations will have a detrimental effect on the proper performance of the Company’s work programme;
(b)
to penetrate and test horizons deeper than the agreed Well depth, if the Weil in question has encountered productive horizons;
(c)
to drill Exploration Wells in a Petroleum Field or a Production Area or a Discovery Block retained pursuant to clause 16.12;
(d)
to carry out any operations referred to in such notice during any Calendar Month, unless the Government advances, subject to such conditions of accounting as the Minister may determine, before the commencement of such Calendar Month, to the Company an amount to finance the expenditure to be incurred in connection therewith.
10.6.
The Minister shall not engage any third party to carry out any activities contemplated in clause 10.4, unless he has first offered by notice in writing the Company the right to carry out such activities on the Government’s behalf, on the same terms agreed to by such third party and the Company has refused the offer or has failed to accept such offer within a period of 60 days as from the date on which the offer was made and unless such activities will not interfere with Petroleum Operations to be carried out pursuant to this Agreement.
Clause 11     
Environmental protection
11.1.
The Minister and the Company concede that Petroleum Operations will cause some impact on the environment in the Licence Area.
11.2.
The Company shall‑
(a)
conduct its Petroleum Operations in a manner likely to conserve the natural resources of Namibia and protect the environment;

26


(b)
employ the best available techniques in accordance with Good Oilfield Practices for the prevention of Environmental Damage to which its Petroleum Operations might contribute and for the minimization of the effect of such operations on adjoining or neighboring Lands; and
(c)
implement the proposals contained in its Development Plan regarding the prevention of pollution, the treatment of wastes, the safeguarding of natural resources and the progressive reclamation and rehabilitation of Lands disturbed by Petroleum Operations.
11.3.
The Company undertakes for purposes of this Agreement to take all reasonable, necessary and adequate steps in accordance with Good Oilfield Practices to minimize Environmental Damage to the Licence Area and adjoining or neighboring Lands.
11.4.
If the Company fails to comply with the terms of clause 11.3 or contravenes any law on the prevention of Environmental Damage and such failure or contravention results in any Environmental Damage, the Company shall take all necessary and reasonable measures to remedy such failure or contravention and the effects thereof.
11.5.
If the Minister has reason to believe that any works or installations erected by the Company or any operations carried out by the Company are endangering or may endanger persons or any property of any other person or is causing pollution or is harming wildlife or the environment to a degree which the Minister deems unacceptable, the Minister may require the Company to take reasonable remedial measures within such reasonable period as may be determined by the Minister and to take reasonable and appropriate steps to repair any damage to the environment. If the Minister deems it necessary, he may require the Company to discontinue Petroleum Operations in whole or in part until the Company has taken such remedial measures or has repaired any damage.
11.6.
The measures and methods to be used by the Company for purposes of complying with the terms of clause 11.3 shall be determined in timely consultation with the Minister upon the commencement of Petroleum Operations or whenever there is a significant change in the scope or method of carrying out Petroleum Operations, and the Company shall take into account the international standards applicable in similar circumstances and the relevant environmental impact assessment studies carried out in accordance with clause
11.7.
The Company shall notify the Minister in writing of the nature of the measures and methods finally determined by the Company and shall cause such measures and methods to be reviewed from time to time in view of prevailing circumstances.
11.8.
The Company shall cause a person or persons, approved by the Minister on account of their special knowledge of environmental matters, to carry out two environmental impact assessment studies, in order
(a)
to determine the prevailing situation relating to the environment, human beings, wildlife or marine life in the Licence Area and in the adjoining or neighboring areas at the time of the studies; and

27


(b)
to establish what the effect will be on the environment, human beings, wildlife or marine life in the Licence Area in consequence of the Petroleum Operations to be made under this Agreement, and to submit for consideration by the Parties measures and methods contemplated in clause 11.6 for minimizing Environmental Damage and carrying out Site Restoration in the License Area.
11.9.
The first of the two studies referred to in clause 11.8 shall be carried out in two parts. The first part of the first study shall be a baseline study of existing information on the environment, human beings, wildlife or marine life in the Licence Area. The company shall conclude such baseline study prior to undertaking any fieldwork for a seismographic survey. The second part of the first study shall be an environmental impact assessment study of the effects of drilling on the environment. This environmental impact assessment study is to be concluded sufficiently in advance of the commencement of drilling to enable the results of this environmental impact assessment study to be taken into account in preparing all relevant drilling management, waste management and contingency plans relating to the exploration drilling stage. A minimum of 12 copies of the reports on the baseline and environmental Impact assessment studies shall be submitted to the Government.
11.10.
The second of the two studies referred to in clause 11.8 shall be an environmental impact assessment study of the effects of production on the environment and shall be concluded sufficiently in advance of the commencement of Production Operations to enable the results of this environmental impact assessment study to be taken into account in preparing all relevant production management, waste management and contingency plans relating to Production Operations and shall be submitted by the Company as part of its Development Plan. A minimum of 12 copies of the report on the environmental impact assessment study shall be submitted to the Government.
11.11.
The studies mentioned in clause 11,8 shall contain proposed environmental guidelines to be followed in order to minimize Environmental Damage and shall include, but riot be limited to‑
(a)
access cutting;
(b)
clearing and timber salvage;
(c)
wildlife and habitat protection;
(d)
marine resource protection;
(e)
fuel storage and handling;
(f)
use of explosives;
(g)
camps and staging areas;
(h)
liquid and solid waste disposal;
(i)
cultural and archaeological sites;

28


(j)
selection of drilling sites;
(k)
terrain stabilization;
(I)    protection of freshwater horizons;
(l)
blowout prevention plan;
(m)
combating oil spills;
(n)
flaring during completion and testing of gas and oil wells;
(o)
Well abandonment;
(p)
rig dismantling and site completion;
(q)
reclamation for abandonment; and
(r)
noise control.
11.12.
The Company shall ensure‑
(a)
that Petroleum Operations are carried out in an environmentally acceptable and safe manner consistent with Good Oilfield Practices and that such operations are properly monitored;
(b)
that the pertinent completed environmental impact assessment studies are made available to its employees and to its contractors to develop adequate and proper awareness of the measures and methods of environmental protection to be used in carrying out its Petroleum Operations; and
(c)
that any agreement entered into between the Company and its contractors relating to its Petroleum Operations shall include the terms set out in this Agreement and any established measures and methods for the implementation of the Company’s obligations in relation to the environment under this Agreement
11.13.
The Company shall, before carrying out any drilling, prepare and submit for review by the Minister an oil spill and fire contingency plan designed to achieve rapid and effective emergency response in the event of an oil spill or fire.
11.14.
In the event of‑
(a)
an emergency or accident arising from Petroleum Operations affecting the environment, the Company shall forthwith notify the Minister accordingly;
(b)
any fire or oil spill, the Company shall promptly implement the relevant contingency plan;
(c)
any other emergency or accident arising from the Petroleum Operations affecting the environment, the Company shall take such action as may be

29


prudent and necessary in accordance with Good Oilfield Practices in such circumstances,
11.15.
If the Company fails to comply with any terms contained in clause 11 within a period determined by the Minister under any such term, the Minister may, after giving the Company reasonable notice, take any action which may be necessary to ensure compliance with such term, and recover, immediately after having taken such action, all expenditure incurred in connection with such action from the Company together with such interest as may be determined in accordance with paragraph 6.2 of Annexure 4 to this Agreement.
11.16.
If the Company or the operator for the Company has already completed and submitted to the Government reports on the studies referred to in clause 11.8 for a previous Exploration Licence held in Namibia in the 5-year period preceding the application for this Exploration Licence and those studies either
(a)
are sufficiently broad ranging to encompass clearly the present Licence Area, or
(b)
do not encompass the present Licence Area but a baseline study and environmental impact assessment study have been submitted by the holder of an Exploration Licence covering an area near the present Licence Area the Company may in a case falling within (a) above, submit the reports on the studies for such previous Licence in fulfillment of the requirements of clauses 11.9 and 11.10 relating to exploration drilling and, in a case falling within (b) above submit such environmental impact assessment submitted by the said holder of an Exploration Licence, with any modifications which the Company wishes to make; provided that:
(i)
in response to a written request from the Company, the Minister approves in writing the course of action selected from (a) or (b) above;
(ii)
In response to a written request from the Company directed through the Ministry of Mines and Energy, The Ministry of Fisheries and Marine Resources, the Ministry of Environment and Tourism, the Ministry of Works, Transport and Communication and the Ministry of Health and Social Services also approve in writing the course of action selected from (a) or (b) above;
(iii)
The company that carried out the baseline study and environmental impact assessment study which are to be submitted in terms of (b) above agrees to this course of action;
(iv)
The baseline study and the environmental impact assessment study submitted in terms of (b) above encompass the present Licence Area;
(v)
Fluids, muds and chemicals to be used during drilling are the same as those used in the Exploration Licence covered by the environmental impact assessment study submitted;

30


(vi)
Oil spill drift simulation studies and any other special studies relevant to an environmental impact assessment of the effect of drilling on the environment in the present Licence Area as may be required by the Minister are carried out and the results thereof together with plans for mitigating actions be submitted in the form of reports to the Government. A minimum of 12 copies of these reports are to be submitted;
(vii)
The results of the resubmitted environmental impact assessment study as well as the studies conducted under (v) above are taken into account in preparing ail relevant drilling management, waste management and contingency plans relating to the exploration drilling stage;
(viii)
An amount equal to half the average cost of the three most recent baseline and environmental impact assessment studies complying with the requirements of the first of the studies in clause 11.8 for offshore oil exploration in Namibia or such other amount as may be agreed between the Parties is paid to the National Petroleum Corporation of Namibia (NAMCOR). This money shall be used by NAMCOR in accordance with the principles laid out in Annexure 7 in order to collect offshore environmental data relevant to oil exploration and production in Namibia. Projects to be undertaken by NAMCOR in this connection shall be decided upon in consultation with the oil exploration companies operating in Namibia and with the Ministries of Fisheries and Marine Resources and the Environment and Tourism.
11.17.
The Company shall on the expiration or termination of this Agreement or on relinquishment of part of the Licence Area‑
(a)
subject to clause 17, remove or otherwise deal with, as directed by the Minister in consultation with the Minister or Ministers responsible for environment, fisheries and finance, all equipment and installations from such Licence Area or relinquished area to the extent and in the manner agreed with the Minister in terms of the Decommissioning Plan approved by the Minister pursuant to s.68A(2) of the Petroleum Act;
(b)
subject to clause 17, remove, or otherwise deal with, as directed by the Minister in consultation with the Minister or Ministers responsible for environment, fisheries and finance, all installations, equipment, pipelines and other facilities erected or used outside the Licence Area for the petroleum operations; and
(c)
perform all necessary Site Restoration activities in accordance with Good Oilfield Practices and shall take all other action necessary to prevent hazards to human life or to the property of others or the environment.
11.18.
The Company shall on the date referred to in s.68B(1) of the Petroleum Act establish a Trust Fund in accordance with the provisions of s.68(B) of the said Act for the purpose of decommissioning facilities on cessation of production operations.
Clause 12     

31


Work practices and carrying out of operations
12.1.
The Company shall conduct Petroleum Operations in the Licence Area
(a)
subject to the provisions of the Petroleum Act;
(b)
in accordance with Good Oilfield Practices;
(c)
diligently, expeditiously, efficiently and in a proper, safe and workmanlike manner;
(d)
in accordance with work programmes reviewed or approved in terms of the Petroleum Act and this Agreement.
12.2.
The Company shall ensure that all equipment, materials, supplies, plant and installations used by the Company, its contractors and subcontractors comply with generally accepted standards in the international petroleum industry and are of proper construction and kept in good working order.
12.3.
The Company shall, within 90 days after the date on which this Agreement was signed, appoint
(a)
a General Manager to manage the Petroleum Operations in the Licence Area and who shall be authorised to take such steps as may be necessary in accordance with the provisions of the Act and the terms and conditions of this Agreement to carry out the Petroleum Operations on behalf of the Company; and
(b)
a Deputy General Manager to manage such operations in the absence of the General Manager, who shall be resident in Namibia, and shall be technically competent and sufficiently experienced to manage such operations.
12.4.
The Company shall, within 30 days after the appointment of the General Manager or Deputy General Manager referred to in clause 12.3, notify the Commissioner in writing of their identity and respective addresses.
12.5.
Where the Company consists of more than one Company‑
(a)
all the terms and obligations of this Agreement shall apply to each one of such companies jointly and severally;
(b)
Signet Petroleum Limited shall be deemed to be the operator and Company who shall carry on the Petroleum Operations of the Company under this Agreement, unless the Commissioner pursuant to an application in writing addressed and delivered to him approves a change of operator, in which event the other operator so approved of shall be deemed to be the operator from the date of such approval;
(c)
any operating or other agreement relating to the Petroleum Operations entered into by or between such companies shall be consistent with the provisions of this Agreement and shall be in writing and a copy of each such agreement shall

32


be submitted to the Commissioner not later than ten days after the date of signature thereof.
12.6.
All individual services to be performed or materials and equipment to be purchased for or in connection with the Petroleum Operations which cost in excess of US $500,000 (or the equivalent thereof as expressed in Namibian Dollars) shall be contracted for by the Company only after competitive quotations have been called for and on the basis therof.
12.7.
The Company shall ensure adequate compensation for injury to persons or damage to property caused by its Petroleum Operations under this Agreement.
Clause 13     
Royalty and annual charges
13.1.
Subject to the provisions of the Petroleum Act, the Company shall pay
(a)
Quarterly on or before the last day of each Calendar Month following each Quarter, for the benefit of the State Revenue Fund, a royalty of 5 per cent on the market value of Petroleum Produced and Saved in the Production Area during each Quarter, determined‑
(i)
in the case of Crude Oil, in accordance with the terms of clause 15; and
(ii)
in the case of Natural Gas, in accordance with the terms of clause 16.7;
(b)
on the date of the issue of the Exploration Licence or Production Licence, and thereafter annually on or before the last day of the Calendar Month during which every period of 12 months of the currency of such Licence expires, for the benefit of the State Revenue Fund, an annual charge, equal to the figure expressed in Namibian Dollars, calculated by multiplying the number of square kilometers included in the Block or Blocks to which the Licence relates
(i)
in the case of an Exploration Licence
(c)
by 60 during the period of the licence determined or extended in terms of paragraph (a) of subsection (1) or paragraph (a) of subsection (2A) of section 30 of the Petroleum Act;
(d)
by 90 during the period of the licence determined or extended in terms of paragraph (b) of subsection (1) or paragraph (b) of subsection (2A) of section 30 of the Act in respect of the first renewal of the licence;
(e)
by 120 during the period or periods of the licence determined or extended in terms of paragraph (b) of subsection (1) or paragraph (b) of subsection (2A) of section 30 of the Act in respect of the second renewal of the licence;
(f)
by 150 during the subsequent period or periods of the licence determined or extended in terms of paragraph (b) of subsection (1), read with paragraph (b)

33


of subsection (2) or paragraph (b) or subsection (2A) of section 30 of the Act in respect of the third renewal of the licence.
(i)
in the case of a Production Licence, by 1500.
13.2.
The Company shall, no later than one Calendar Month after the end of each Quarter, submit to the Minister and to the Permanent Secretary: Finance in such form as may be specified by the Minister, a statement containing particulars of‑
(a)
the quantity of Crude Oil and Natural Gas Produced and Saved from each Production Area during such Quarter;
(b)
the market value F.O.B. Namibia of the Crude Oil and the market value of the Natural Gas on which royalty is payable;
(c)
the amount of royalty payable for that Quarter;
(d)
the calculation of such amount: and
(e)
any other matters which the Minister or the Permanent Secretary: Finance may from time to time require.
Clause 14     
Taxation
14.1.
The Company shall pay annually, for the benefit of the State Revenue Fund, a petroleum income tax referred to in section 5 of the Taxation Act and an additional profits tax referred to in section 19 of that Act to be determined in accordance with the provisions of that Act and the terms of clause 14.2 and clause 14.3 of this Agreement
14.2.
The rate at which additional profits tax shall be levied on the Company under section 21(b)(ii) of the Taxation Act in relation to the second accumulated net cash position shall be 7.5 per cent.
14.3.
The rate at which additional profits tax shall be levied on the Company under section 21 (c)(ii) of the Taxation Act in relation to the third accumulated net cash position shall be 10 per cent,
14.4.
Subject to the terms of clauses 13 and 14.1, the provisions of the Taxation Act and the provisions of sections 11 and 15 of the Petroleum Act, no other tax, duty, fee or levy shall be imposed on the Company or its Affiliates in respect of income derived from Petroleum Operations in terms of this Agreement or in respect of any property held, money received, or thing done for any purpose authorized or contemplated in terms of this Agreement other than
(a)
customs duties prescribed from time to time in or under the Customs and Excise Act, 1998 (Act 20 of 1998) to the extent applicable;

34


(b)
value added tax prescribed from time to time in or under the Value-Added Tax Act, 2000 (Act 10 of 2000) to the extent applicable;
(c)
taxes, duties, fees or levies for specific services rendered on request or to the public or commercial enterprises generally;
(d)
rates, taxes or levies, not in excess of those generally applicable in Namibia, payable to any municipality or other local government in terms of or under the relevant legislation; and
(e)
stamp duties, transfer fees and licence fees, not in excess of those generally applicable in Namibia, payable to the Government or any body established by or under any law.
Clause 14A
Optional Clause on Participation
The Signet Petroleum By and Cricket Investments (PTY) Ltd Joint Venture shall carry NAMCOR on a 10% interest stake in the block.
In the event that the parties agree on participation by NAMCOR in the petroleum operations, the terms of such participation shall be set out here
Clause 15     
Valuation of Namibian Crude Oil
15.1.
The Parties hereby agree that Namibian Crude Oil Produced and Saved from the Licence Area shall be sold or otherwise disposed of at competitive international market prices.
15.2.
The market value of Namibian Crude Oil sold or otherwise disposed of in any Quarter shall, for the purposes of this Agreement and section 7(5) of the Taxation Act, be determined as follows:‑
(a)
No later than 15 days after the end of each Quarter in which Crude Oil has been Produced and Saved from any Production Area, an average price (expressed in United States Dollars per Barrel, adjusted to the Company’s actual loading points for export from Namibia) for each separate volume of Crude Oil of the same gravity, sulphur and metal content, pour point, product yield and other relevant characteristics (“quality”) shall be determined in respect of production during that Quarter. It is understood that production from different Production Areas may be of differing quality and that separate average prices may accordingly be appropriate for any Quarter in respect of production from each Production Area, in which event the overall price applicable to production from the Licence Area shall be determined by taking the arithmetic weighted average (weighted by volume) of all such prices separately determined.

35


(b)
The prices aforesaid shall be determined on the basis of international fair market value as follows‑
(i)
In the event of 50 per cent or more of the total volume of sales made by the Company during the Quarter of Namibian Crude Oil of a given quality Produced and Saved being by third party arms length sales transacted in foreign exchange (hereinafter referred to as third party sales), the fair market valuation for all Crude Oil of that quality will be taken to be the simple arithmetic average price, calculated by dividing the total receipts from all such third party sales by the total number of Barrels of Crude Oil sold in such sales, actually realised in such third party sales.
(ii)
Subject to paragraph (c) of this clause, in the event of less than 50 per cent of the total volume of sales made by the Company during the Quarter of Namibian Crude Oil of a given quality Produced and Saved being by third party sales, the fair market valuation for all Crude Oil of that quality will be determined by the arithmetic weighted average of‑
(A)
the simple arithmetic average price actually realised in such third party sales during the Quarter of such Crude Oil Produced and Saved, if any, calculated by dividing the total receipts from all such sales by the total number of Barrels of Crude Oil in such sales; and
(B)
the simple arithmetic average price, adjusted for differences in quality, quantity, transportation costs, delivery time, payment and other contract terms, at which a selection, determined in accordance with the terms of clause 15,3 by mutual agreement between the Parties, of major competitive crude oils of generally similar quality to that of Namibian Crude Oil Produced and Saved were sold in international markets during the same period. The arithmetic weighted average aforesaid will be determined by the percentage volume of sales of Namibian Crude Oil by the Company referred to in subparagraph (a) which are third party sales during the Quarter in question and such sales referred to in subparagraph (b) which are not third party sales during the Quarter in question.
(iii)
All prices aforesaid shall be adjusted to the Company’s actual loading point for export from Namibia.
(iv)
For purposes of this clause 15 third party sales of Namibian Crude Oil made by the Company shall exclude
(A)
sales, whether direct or indirect through brokers or otherwise, of any seller to any Affiliate of such seller;

36


(B)
crude oil exchanges, barter deals or restricted or distress transactions and generally any crude oil transaction which is motivated in whole or in part by considerations other than the usual economic incentives for commercial arms length crude oil sales; and
(C)
government to government sales.
(c)
In the event of‑
(i)
less than 50 per cent of the total volume of sales by the Company during the Quarter of Namibian Crude Oil of a given quality Produced and Saved being third party sales, the Minister may elect to accept determination of the fair market valuation of all Crude Oil of that quality based on third party arms length sales during that Quarter calculated in accordance with the terms of paragraph (b)(i) of clause 15.2;
(ii)
the percentage volume of sales being less than 50 per cent as aforesaid, the Company shall promptly notify the Minister and, provided the Minister does not notify the Company of his election within seven days of receipt of notification from the Company, the fair market valuation of the aforesaid Crude Oil shall be determined in terms of paragraph (b)(11) of clause 15.2.
15.3.
The selection of crude oils referred to in paragraph (b)(ii)(b) of clause 15.2 will be determined by mutual agreement between the Company and the Minister in advance for each Calendar Year and, in making the selection, preference will be given to those crude oils of similar quality to Namibian Crude Oil which are produced in Africa, South America or the Middle East and are regularly sold in the same markets as Namibian Crude Oil is normally sold.
15.4.
The Company shall‑
(a)
be responsible for establishing the relevant average prices for Namibian Crude Oil in accordance with this clause 15 and such prices shall be subject to agreement by the Minister before they shall be deemed to have been finally determined;
(b)
provide the Minister with all relevant information in order that he can satisfy himself that the average price determined by the Company is fair. If the Parties fail to agree on the average price for any Quarter within 30 days following the end of such Quarter the calculation of the relevant average price shall be referred to a sole expert appointed in terms of clause 29.6 for determination in accordance with this clause 15 whose determination shall be final and binding, and until such determination the last applied price shall be used.
15.5.
During the first Calendar Year in which Crude Oil or Crude Oil as well as Natural Gas are Produced and Saved from the Licence Area and delivered under a Development Plan, the Parties shall meet in order to establish a provisional selection of the major competitive crude oils and an appropriate mechanism for the purposes of giving effect

37


to paragraph (b)(ii) of clause 15.2. The selection of crude oils will be reviewed annually and modified if necessary.
15.6.
In the event of any dispute between the Company and the Minister concerning the selection of the crude oils or generally about the manner in which the prices are determined according to the terms of this clause 15 any matter in dispute shall finally be resolved by a sole expert appointed in terms of clause 29.6.
Clause 16     
Natural gas
16.1.
Notwithstanding the provisions of clause 8 of this Agreement, the following provisions shall apply to any Discovery of Natural Gas within the Licence Area.
16.2.
(a) If in the course of its Exploration Operations the Company makes a Discovery of Non-Associated Natural Gas, it shall promptly inform the Minister by notice in writing of the Discovery. The Minister and the Company shall meet as soon as possible thereafter to discuss the commercial potential of such Discovery, including but not limited to, the terms and conditions on which such Gas might be developed, produced, processed and sold.
(a)
If as a result of the discussions and evaluation of test results the Company determines that the Discovery is of potential commercial interest, then the Company shall promptly undertake a market feasibility study, which shall be based on relevant economic criteria, including but not limited to, potential gas markets, gas prices, long-term gas contracts, capital costs, operating costs as well as any other relevant criteria. In connection with such study the Company shall use its best efforts to locate all potential commercial markets for such Gas. Upon completion of the study the Company shall inform the Commissioner of the results thereof and furnish him with a copy of the study within 30 days of the said completion,
(b)
Subject to the other provisions of this clause 16, the Minister hereby agrees to allow the Company to retain a Discovery Block of potential commercial interest for the duration of the Exploration Licence and any renewals thereof.
(c)
At any time after completion of the market feasibility study the Company may determine that an appraisal programme for the Discovery is warranted. In such case the Company shall propose for approval an appraisal programme to the Commissioner within a reasonable period of time thereafter, which shall not exceed three months, unless the Commissioner on good cause shown by the Company, allows a further period. If the Company and the Commissioner cannot agree on the appraisal programme, clause 5.9 shall apply mutatis mutandis. Within three months of receiving approval from the Commissioner the Company shall proceed to carry out such appraisal programme in accordance with Good Oilfield Practices.

38


(d)
If based on the market feasibility study the Company determines that an appraisal programme is not warranted the Company shall promptly inform the Commissioner of such determination. Such notice to the Commissioner shall be regarded as an application to the Minister, pursuant to section 39(3) of the Petroleum Act, for an exemption from the provisions of section 39(2) of the Act. If the Commissioner disagrees with such determination the Commissioner may cause an independent evaluation to be carried out. Such evaluation shall determine whether an appraisal programme is warranted. If the evaluation determines that appraisal of the Discovery is warranted then the Commissioner shall promptly notify the Company of such determination. Such notification shall be regarded as a decision by the Minister not to grant the Company exemption under section 39(3) of the Petroleum Act. The Company shall have 90 days from the date of receipt of such notification to decide whether to proceed with an appraisal programme in accordance with the provisions of clause 16.2(d). If the Company decides not to proceed with such appraisal programme the provisions of clause 8.11 shall apply mutatis mutandis. If the Commissioner does not decide within 90 days of the notification by the Company to cause an independent evaluation to be carried out, the Minister hereby agrees pursuant to section 39(3) of the Petroleum Act to grant the Company an exemption, subject to the terms of clause 16.3, from the provisions of section 39(2) of the said Act.
16.3.
The Company shall reassess the commerciality of the Discovery twelve months after the Discovery and thereafter every two years, based on the same economic criteria as set forth in clause 16.2(b). The Company shall within 30 days after the completion of each reassessment inform the Minister whether it determines the Discovery still to be of potential commercial interest. A copy of any reassessment study shall be given to the Commissioner. If as a result of the Company’s reassessment under clause 16.3 the Company determines that an appraisal programme for the Discovery is warranted the Company shall propose an appraisal programme in accordance with the provisions of clause 16.2(d).
16.4.
If as a result of any reassessment in accordance with clause 16.3, the Company determines that an appraisal programme is not warranted the Company shall promptly inform the Commissioner of such determination. If the Commissioner does not agree with such determination, the Commissioner may cause an independent evaluation to be carried out. The provisions of clause 16.2(e) regarding such evaluation and appraisal shall apply mutatis mutandis.
16.5.
If as a result of the Company’s market feasibility study under clause 16.2(b), reassessment under clause 16.3 or appraisal programme conducted pursuant to clause 16.2(d), the Company determines that the Discovery is not of potential commercial interest the provisions of clause 8.11 shall apply mutatis mutandis.
16.6.
If having carried out an appraisal programme pursuant to clause 16.2(d), the Company determines that the Discovery is not of present commercial interest but may become of commercial interest then, if the Commissioner agrees with such determination, the Minister hereby agrees to allow the Company to retain the Discovery Block for the duration of the Company’s Exploration Licence and any renewal thereof. If the

39


Commissioner does not agree with such determination, the Commissioner may cause an independent evaluation to be carried out. Such evaluation shall determine whether the Discovery is of commercial interest. If the evaluation determines that the Discovery is of commercial interest then the provisions of clause 8.11 shall apply mutatis mutandis.
16.7.
For purposes of clause 16.2(a) the Company and the Minister shall undertake to negotiate in good faith in order to reach an agreement on a method of valuing such gas for purposes of royalty payable in terms of section 62 of the Petroleum Act and of tax payable in terms of the Taxation Act.
16.8.
The Company shall have the right to use Natural Gas for Petroleum Operations, including, but not limited to, pressure maintenance in the oilfields in the Licence Area.
16.9.
Subject to the terms of clauses 16.8, 16.10 and 16.11, the Minister shall be entitled to take at the downstream flange of the separator on the production platform or, if no such separator exists, at a point of delivery mutually agreed upon at the collecting and inlet system, and utilise without any payment to the Company any Associated Natural Gas which is in excess of the quantity of Natural Gas required for Petroleum Operations. The cost of taking and utilizing such Associated Natural Gas by the Minister shall be borne solely by the Government.
16.10.
Subject to clause 16A1, and to the Company’s requirements regarding such short term flaring as may be necessary for testing or other operational reasons, Associated Natural Gas produced from the Licence Area shall be reinjected in accordance with Good Oiifield Practices, Such Associated Natural Gas which cannot for technical reasons be re-injected may be flared only with approval in writing of the Minister previously obtained in every particular case, which approval shall not be unreasonably withheld,
16.11.
If there are reasonable grounds for believing that Natural Gas associated with Crude Oil is in such quantities as to enable its commercial exploitation without detriment to the efficient and effective recovery of Crude Oil from the Petroleum Reservoir, the Company shall promptly inform the Minister by written notice of the existence of such grounds and shall undertake a market feasibility study to determine the commercial viability of such exploitation. If such study reveals that exploitation may be commercially viable the Minister and the Company shall meet as soon as possible after completion of such study to decide whether in view of the available data the development, production, processing and sale of such Gas by the Company is possible and, if so, on what terms and conditions such Gas may be processed and sold. For such purposes the provisions of clause 16.7 shall apply mutatis mutandis.
16.12.
For the avoidance of doubt, notwithstanding the provisions of clause 7.1, the Company shall not be obliged to relinquish the Discovery Block retained by the Company pursuant to the provisions of this clause 16 for so long as it holds an Exploration Licence hereunder.
Clause 17     

40


Insurance and assets
17.1.
Except to the extent insurance covering the same risk is provided by its contractors or subcontractors, the Company shall effect and, at all times during the term of this Agreement, obtain and maintain for and in relation to Petroleum Operations insurance covering the following —
(a)
loss or damage to any or all of its assets being used in connection with Petroleum Operations;
(b)
loss or damage for which the Company may be liable caused by pollution in the course of or as a result of Petroleum Operations;
(c)
loss of property or damage suffered or bodily injury suffered by any third party in the course of or as a result of Petroleum Operations for which the Company may be liable;
(d)
any claim for which the Government may be liable relating to the loss of property or damage suffered or bodily injury suffered by any third party in the course of or as a result of Petroleum Operations in so far as the Company is liable to indemnify the Government;
(e)
the cost of removing wrecks and cleaning up operations pursuant to an accident in the course of or as a result of Petroleum Operations;
(f)
the Company’s liability to its employees engaged in its Petroleum Operations;
(g)
any other risk of whatever nature as is customary to insure against in the international petroleum industry in accordance with Good Oilfield Practices.
17.2.
The Company shall require its contractors to obtain and maintain insurance against the risks referred to in paragraphs (a) to (g) of clause 17.1 relating mutatis mutandis to such contractors.
17.3.
The amount insured against, the type of insurance referred to in clause 17.1 and clause 17.2 and the terms of such insurance shall be determined in accordance with Good Oilfield Practices.
17.4.
The Company shall not within two years before the end of the term of this Agreement remove from the Licence Area or sell any Immovable Assets without the approval in writing of the Minister previously obtained in every particular case.
17.5.
Subject to any right the Company may have to occupy any Land in terms of any other petroleum agreement and the terms of this clause, the Company shall at the end of the term of this Agreement or on the date of any earlier termination thereof or the earlier relinquishment or surrender of the Licence Area or any part thereof, if by notice in writing requested to do so by the Minister, deliver to the Government any plant, pipelines, pumps, machinery of an immovable nature and any other Immovable Assets owned and used by the Company in or in connection with the Licence Area.

41


17.6.
The Company shall, if so requested by the Minister by notice in writing, sell to the Minister at a price determined by mutual agreement, any moveable assets of the Company used in or in connection with the Licence Area. In determining the aforesaid price due regard shall be had to
(a)
the condition of the asset concerned;
(b)
the deductions already allowed under the Taxation Act to the Company at the time of such determination.
17.7.
The terms of clause 17.6 shall not apply to any assets which are required by the Company for use by the Company in respect of Petroleum Operations in terms of any other Exploration or Production Licence.
17.8.
If the Minister decides to make the request referred to in clause 17.5 or 17.6, he shall give notice referred to in clauses 17.5 and 17.6 to the Company
(a)
in the event of this Agreement being terminated by an effluxion of time, not less than 180 days before such termination; or
(b)
in the event of this Agreement being terminated before such effluxion or any earlier relinquishment or surrender of the Licence Area or any part thereof, not later than 90 days from the date of such termination, relinquishment or surrender, as the case may be.
Clause 18     
Measurement of petroleum
18.1.
The Company shall measure or weigh all Petroleum Produced and Saved from each Licence Area by a method or methods customarily used in Good Oilfield Practices and from time to time approved by the Minister.
18.2.
The Company shall not make any alteration in the method or methods of measurement or weighing used by it or any appliances used for that purpose without the consent in writing of the Minister, and the Minister may in any case require that no alteration shall be made save in the presence of a person authorized by the Minister.
18.3.
The Minister may from time to time direct that any weighing or measuring appliance be tested or examined in such manner on such occasions or at such intervals and by such means as may be specified in such direction.
Clause 19     
Accounts and audits
19.1.
The Company shall be responsible for maintaining at an address within Namibia accounting records of all expenditure and receipts of its Petroleum Operations under

42


the Agreement in accordance with the accounting procedure set out in Annexure 4 to this Agreement.
19.2.
The Minister shall have the right to appoint from time to time an auditor who shall have the right to audit for purposes of the application of the Taxation Act or any other law and this Agreement the books and accounts of the Company in respect of any year (not being a year, except in exceptional circumstances, which ended more than two years before the year in which the audit is to be carried out).
19.3.
An auditor referred to in clause 19.2 shall have the right to audit the Company’s records in accordance with the terms of the said Annexure 4.
19.4.
For purposes of any audit referred to in the said clause 19.2, the Company shall make available to the auditor all such books, records, accounts and other documents and information as may be reasonably required from the Company by him.
19.5.
Nothing in this clause contained shall be construed as prohibiting or limiting the Minister or any officer in the public service to audit or cause to be audited the books of the Company by virtue of any power conferred upon the Minister or such officer by or under any law.
Clause 20     
Records and reports and ownership of data
20.1.
The Company shall in accordance with the provisions of the Petroleum Act at all times while this Agreement is in force, maintain accurate and current records of its Petroleum Operations in its Licence Area.
20.2.
The Company shall save and keep for the duration of its Petroleum Operations in Namibia a representative portion of each sample of cores and cuttings taken from drilling Welts to be disposed of or forwarded to the Minister in a manner directed by the Minister. All samples acquired by the Company for its own purpose shall be considered available for inspection at any reasonable time by the Minister. Any such samples which the Company has kept for a period of 12 months, without receipt of instruction to forward such samples to the Minister, may be disposed of by the Company at its discretion, after not less than 30 days notice to the Minister.
20.3.
Well logs, maps, magnetic tapes, cuts of core and cutting samples and all other geological and geophysical information obtained by the Company in the course of carrying out Petroleum Operations (hereinafter referred to as Petroleum Data) are the property of the Government, and shall be submitted to the Minister as soon as they are acquired or prepared and, except as provided in clause 20.4, may not be published, reproduced or otherwise dealt with without the consent of the Minister.
20.4.
The Company may‑
(a)
retain for use in Petroleum Operations copies of material constituting Petroleum Data;

43


(b)
with the approval of the Minister, retain for use in Petroleum Operations original material constituting Petroleum Data, provided that where such material is capable of reproduction, copies have been supplied to the Minister;
(c)
subject to the right conferred upon the Minister or any other person in the Petroleum Act to inspect any samples or other original materials constituting Petroleum Data, export such Petroleum Data for processing or laboratory examination or analysis, provided that representative samples equivalent in quality or, where such material is capable of reproduction, copies of equivalent quality have first been delivered to the Minister.
20.5.
The Company shall keep the Minister currently advised of all major developments taking place during the course of Petroleum Operations and shall furnish the Minister with Petroleum Data and other available information, reports, assessments, assessment studies and interpretations relating to the Petroleum Operations as the Minister may require.
20.6.
The Minister shall through his duly appointed representatives be entitled to observe the Petroleum Operations carried out by the Company and at all times to inspect all assets, records and data kept by the Company relating to such operations.
20.7.
Nothing in this clause contained shall be construed as requiring the Company to disclose any of its proprietary technology or that of its Affiliates.
Clause 21     
Confidentiality of data
21.1.
All Petroleum Data, information and reports obtained or prepared by the Company in terms of this Agreement shall, subject to clause 21.2 and so long as they relate to any part of the Licence Area, be treated as confidential and each of the Parties undertakes not to disclose such Data, information and reports or the contents thereof to any other person without the consent in writing of the other Party, provided that this clause shall not‑
(a)
prevent disclosure by the Company for the purpose of its Petroleum Operations to:‑
(i)
an Affiliate;
(ii)
any bona fide intending assignee;
(iii)
any professional adviser who needs to have access to such Petroleum Data, information and reports for the effective performance of his obligations under his contract with the Company;
(iv)
any bank or financial institution from which the Company is seeking or obtaining finance or which is advising the Company in connection with

44


any issue of securities or the admission of any securities to listing on any stock exchange;
(v)
a contractor of the Company;
(vi)
any stock exchange in order to comply with any securities law of any country;
(vii)
any court of competent jurisdiction to comply with any order or decree of such court.
(b)
prevent disclosure by the Company for the purpose of trading data with third parties in accordance with normal petroleum industry practice provided the Minister’s consent (which shall not be unreasonably withheld) has been previously applied for and obtained.
(c)
prevent the disclosure by the Minister or any officer in his Ministry to the National Petroleum Corporation of Namibia (Proprietary) Ltd. in terms of section 8 of the Petroleum Act; and to Professional advisers of the Ministry or the National Petroleum Corporation of Namibia (Proprietary) Ltd.; or
(d)
be construed as imposing on any Party any obligation in relation to any Petroleum Data, information or reports which are, without disclosure by such Party, generally known to the public.
21.2.
Any Petroleum Data, information or reports disclosed by the Company to any other person in terms of clause 21.1 shall be disclosed on terms which will ensure that such Petroleum Data, information or reports are treated as confidential by the recipient.
21.3.
Any Petroleum Data, information and reports relating to the Licence Area which, in the opinion of the Minister, might have significance in connection with an exploration programme to be conducted by a third party in another area may be disclosed by the Minister to such third party provided the Minister has previously obtained approval to do so from the Company. Such disclosure shall be subject to conditions agreed upon between the Minister and the Company.
21.4.
Any Petroleum Data, information and reports, including interpretations and assessments, assessment studies, relating to any area which ceases to be part of the Licence Area, whether as a result of relinquishment, surrender or termination of a licence shall be treated as confidential by the Company, provided however that this clause shall not:
(a)
Prevent disclosure by the Company for purpose of its Petroleum Operations to:
(i)
an Affiliate;
(ii)
any bona fide intending assignee;

45


(iii)
any professional adviser who needs to have access to such Petroleum Data, information and reports for the effective performance of his obligations under his contract with the Company;
(iv)
any bank or financial institution from which the Company is seeking or obtaining finance or which is advising the Company in connection with any issue of securities or the admission of any securities to listing on any stock exchange;
(v)
a contractor of the Company;
(vi)
any stock exchange in order to comply with any securities law of any country;
(vii)
any court of competent jurisdiction to comply with any order or decree of such court.
(b)
prevent disclosure by the Company for the purpose of trading data with third parties in accordance with normal petroleum industry practice provided the Minister’s consent (which shall not be unreasonably withheld) has been previously applied for and obtained.
(c)
be construed as imposing on any party any obligation in relation to any Petroleum Data, information or reports which are, without disclosure by such party, generally known to the public.
21.5.
Any Petroleum Data, information and reports, including all interpretations and assessments, assessment studies based on such Petroleum Data, information and reports relating to any area which ceases to be part of the Licence Area whether as a result of relinquishment, surrender or termination of a licence shall cease to be treated by the Minister as confidential from the date on which such area ceases to be part of the Licence Area.
21.6.
Notwithstanding the fact that Petroleum Data, information and reports relate to an area held by the Company under Licence the Minister may, using Petroleum Data, information and reports supplied by the Company:
(a)
publish, on completion of any Well by the Company in the Licence Area, the following summary information:
-
location of the Well (co-ordinates of the Well, Block number and the name of the sedimentary basin);
-
total depth of the Well in metres;
-
stratigraphic total depth of the Well identified by the Epoch (Jurassic, Cretaceous etc.);

46


-
Discovery of hydrocarbons, oil and/or gas or not (in case of Discovery neither the depth nor the stratigraphy of the producing formation will be given);
-
number of tests performed including type of tests;
-
maximum flow rate during testing, including size of choke;
-
hydrocarbon types tested including gas oil ratio;
-
water depth;
-
general comments on further exploration in the basin etc.
(b)
five years after the completion of any survey or any Well in the Licence Area by the Company, release to any person or persons any survey data and all Well logs and all operational, technical and geological reports relating to such survey or Well provided, however, that no information of an interpretive nature shall be released.
21.7.
Subject to the other provisions of this clause 21, the Minister may, during the currency of an Exploration or Production Licence held by the Company, request the consent of the Company to the disclosure to a third party of Petroleum Data, information and reports other than those referred to in clause 21.6 for a purpose determined by the Minister and communicated to the Company and such consent shall not be unreasonably withheld,
Clause 22     
Employment and training
22.1.
In carrying out Petroleum Operations the Company shall, to the maximum extent possible, employ Namibian citizens having appropriate qualifications.
22.2.
The Company may employ a person who is not a Namibian citizen in a post only if the skills required in such post are not obtainable by recruitment of a Namibian citizen and the Company may at any time be called upon by the Minister to give satisfactory reasons for the continued employment of a non-citizen in any post.
22.3.
(a) During each year of the Exploration Licence or any renewal thereof, the Company shall spend a sum which is not less than a sum equal to $75,000 United States Dollars for the purpose of the training and education of Namibians.
(a)
Of the said sum, 70 per cent shall be paid on the date of signature and thereafter on each anniversary of such date into the Petroleum Training and Education Fund. The principles governing the operation of the training fund shall be as set out in Annexure 6.
(b)
Of the said sum, 30 per cent shall be expended by the Company on attachments and in-house training of Namibian citizens in the field of natural science,

47


engineering, technology, accounting, economics and law as related to oil and gas exploration and production to expose them to petroleum industry practice and operations. The said 30 per cent shall be expended in accordance with the principles set out in Annexure 6.
22.4.
The sum referred to in clause 22.3 shall be adjusted annually by dividing such sum by the Inflation Factor.
22.5.
If the Price Index ceases to be published, the Price Index shall for the purposes of this Agreement be such price index as may be determined by mutual agreement between the parties to this Agreement.
22.6.
Not later than six months after the grant of a Production Licence, the Company shall, after consultation with the Minister or his duly authorized representative, prepare and implement a programme for training and employment of Namibian citizens in each phase and level of Petroleum Operations and for the transfer of management and technical skills for the safe and efficient conduct of Petroleum Operations.
Clause 23     
Namibian goods and services
23.1.
The Company shall‑
(a)
use and purchase goods supplied, produced and manufactured in Namibia whenever such goods can be obtained at prices in Namibia which are competitive in international terms and are, in all substantive respects, of a quality comparable with the quality of goods from outside Namibia, The Company shall give preference to such supplier, producer or manufacturer, unless it is able to show good cause to the satisfaction of the Minister why such preference should not be given;
(b)
make maximum use of contractors in Namibia where services of comparable standards with those obtained elsewhere are available from such contractors at competitive prices and on competitive terms;
(c)
when it is necessary to import vehicles, machinery, plant or equipment and any such vehicles, machinery, plant or equipment are not purchased directly from a manufacturer, effect the purchase of the items through traders operating in Namibia at competitive prices;
(d)
co-operate with companies in Namibia to enable them to develop skills and technology to service the petroleum industry,
23.2.
The Company shall ensure that a term similar to this clause is contained in its contracts with contractors.
Clause 24     

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Domestic supply obligation
24.1.
The Company may, at the Minister’s choice, be required to sell Crude Oil in Namibia in order to satisfy Namibia’s domestic market requirements on a pro rata basis with other producers in Namibia according to the quantity of Crude Oil produced by each producer. The Minister shall give the Company at least six months notice in advance of the said requirement, and the terms of the supply in consequence of such requirement shall be on an annual basis.
24.2.
The price for Crude Oil sold in terms of clause 24.1 shall be the price for that oil determined in accordance with clause 15.
Clause 25     
Unit development
25.1.
If a Petroleum Reservoir is partly situated in the Production Area of the Company and partly in the Production Area of any other holder of a Production Licence, the Minister may, for purposes of securing the more effective recovery of Petroleum from such Petroleum Reservoir, by notice in writing addressed and delivered to the Company, direct the Company to enter into an agreement in writing with such holder within such period as may be specified in such notice in relation to the joint development and operation of such Petroleum Reservoir and to submit
(a)
such agreement forthwith to the Minister for approval; and
(b)
if it is approved, a plan for the joint development and operation of the Petroleum Reservoir in question.
25.2.
If no plan is submitted within the period specified in the notice or within such further period as the Minister may allow or, if such plan submitted is not acceptable to the Minister, the Minister may cause to be prepared in accordance with generally accepted practices in the international petroleum industry and at the expense of the Company and the other holder concerned a plan for such joint development and operation. In the preparation of such plan the Minister shall take into consideration any presentations made by the Company and such other holder.
25.3.
If the Company does not agree with the proposed plan then either the Company or the Minister may refer the matter for expert determination to an expert appointed in terms of clause 29.6 which determination shall be final except that the Company may within 60 (sixty) days of such determination notify the Minister that it elects to surrender its rights in the Discovery in lieu of participation in the joint development.
Clause 26     
Termination
26.1.
This Agreement shall continue to be of full force and effect for such period as the Company continues to hold an Exploration Licence or a Production Licence to which

49


this Agreement relates and shall, subject to the terms of clause 5.14, be deemed to have been terminated, if for any reason the Company ceases to hold such Exploration Licence or such Production Licence.
26.2.
The Minister may by notice in writing addressed and delivered to the Company terminate this Agreement if
(a)
the Company or the company which has given a performance guarantee in a form corresponding with the farm contained in Annexure 5 is liquidated by an order of a competent court;
(b)
a resolution is passed by the Company to apply to a competent court for the liquidation of the Company;
(c)
a resolution is passed by the company which has given the said performance guarantee to apply to a competent court for the liquidation of that Company;
(d)
the Company fails to comply with any final award made pursuant to arbitration proceedings conducted in terms of clause 29.
26.3.
Notwithstanding the termination of this Agreement any rights and obligations of the parties respectively expressed to arise under this Agreement on the termination thereof or any liability of any Party arising out of an earlier failure to comply with any obligation in terms of this Agreement which must be complied with by such Party shall be enforceable.
Clause 27     
Vis major
27.1.
Any failure by the Company to comply with any terms and conditions of this Agreement shall not be regarded as a breach of this Agreement in so far as the failure arises from vis major and if, as a result of vis major, the compliance by the Company with any of the terms and conditions of this Agreement is delayed beyond the period fixed or allowed for its compliance the period of the delay shall be added to the period so fixed or allowed.
27.2.
When the Company wishes to invoke the terms of clause 27.1 it shall promptly notify the Minister in writing of the occurrence of conditions of vis major and shall take all reasonable steps to remove the cause thereof and to mitigate the consequences. The Company shall promptly notify the Minister as soon as conditions of vis major no longer prevent the Company from carrying out its obligations and following such notice shall resume Petroleum Operations as soon as reasonably practicable.
27.3.
In this clause the expression “vis major means any hostility, insurrections, civil commotions, strikes, lockouts, labour disturbances, acts of God, unavoidable accidents, insurrection, civil commotion, quarantine restrictions, epidemics, storms, floods, earthquakes, lightning, fire caused by lightning, perils of navigation, war and acts of war declared or undeclared beyond the control of the Company.

50


Clause 28     
Assignation
28.1.
The Company may not assign to any person, firm, company or corporation which is not a party to this Agreement any of its rights, privileges, duties or obligations under this Agreement without the approval of the Minister previously obtained in every particular case which approval shall not be unreasonably withheld. The Minister shall within 90 (ninety) days from the date of the application either approve the assignment in writing or notify the Company in writing that such approval is withheld.
28.2.
Upon the approval by the Minister of an assignment pursuant to clause 28,1, the Company shall be relieved of its liabilities to the extent of the assignment of its rights and obligations under this Agreement.
28.3.
The Company shall not be debarred from assigning in writing its rights, privileges, duties or obligations under this Agreement to an Affiliate, provided that no such assignation shall in any way relieve the Company of any of its obligations under this Agreement.
Clause 29     
Arbitration
29.1.
Any dispute arising between the parties relating to the construction, meaning or effect of this Agreement or the rights or liabilities of the parties in terms of this Agreement shall be resolved amicably by negotiations.
29.2.
If within 90 (ninety) days of the commencement of negotiations pursuant to clause 29.1 the Minister and the Company fail to resolve by way of negotiation a dispute referred to in clause 29.1, the Minister and the Company hereby agree to submit within 30 (thirty) days of the expiration of the first mentioned 90 (ninety) days, such dispute to arbitration for final settlement in accordance with the terms of clause 29.3.
29.3.
Any unresolved dispute referred to in clause 29.2 shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law in force on the date on which this Agreement is signed. Such arbitration, unless the parties otherwise agree, shall take place in London, England. As far as practicable the Minister and the Company shall continue to implement this Agreement during the period while the arbitration is pending and during the arbitration.
29.4.
An arbitration referred to in clause 29.3 shall be undertaken by three arbitrators of whom‑
(a)
one each shall be appointed by the Minister and the Company; and
(b)
one shall be appointed by the two arbitrators appointed under paragraph (a).

51


If the Minister and the Company fail to appoint an arbitrator within 30 days after receipt of a written request to do so, such arbitrators shall at the request of the other Party, if the Parties do not otherwise agree, be appointed in accordance with the aforesaid Arbitration Rules. If the first two arbitrators, appointed as aforesaid, fail to agree on a third arbitrator within 30 days following the appointment of the second arbitrator, the third arbitrator shall, if the Parties do not otherwise agree, be appointed at the request of either Party in accordance with the aforesaid Arbitration Rules. if an arbitrator fails or is unable to act, his successor will be appointed in the same manner as the arbitrator whom he succeeds.
29.5.
A decision of a majority of the arbitrators shall be final and binding upon the Parties and the award rendered shall be final and conclusive. The arbitrators shall state in writing the reasons on which their decision was based. Judgment on the award rendered may be entered in any court having jurisdiction or application may be made in such court for a judicial acceptance of the award and for enforcement, as the case may be.
29.6.
Any matter in dispute between the parties under clauses 5.9, 9.7, 15.6, 16 and 25.3 shall be referred for determination by a sole expert to be appointed by agreement between the parties hereto and failing such agreement by the President of the British Institute of Petroleum.
Clause 30     
Performance guarantee
30.1.
The Company shall secure from its holding company or any Affiliate which the Minister has by notice in writing accepted an unconditional guarantee in terms whereof that company guarantees, in a form corresponding with the form contained in Annexure 5, the due performance by the Company of all its obligations under the Petroleum Act and the Taxation Act and in terms of this Agreement and the licenses to which it relates.
30.2.
The guarantee referred to in clause 30.1 shall be executed before the signature of this Agreement and shall be delivered to the Minister on such signature.
Clause 31     
Entire agreement and amendments
31.1.
This Agreement embodies the entire agreement and understanding between the Company and the Minister relative to the subject matter hereof, and supersedes and replaces any provisions on the same subject in any other agreement between the parties, whether written or oral, prior to the date of this Agreement.
31.2.
This Agreement may not be amended, modified, varied or supplemented, except by an instrument in writing signed by the Company and the Minister.
Clause 32     

52


Waiver
32.1.
The performance of any condition or obligation to be performed under this Agreement shall not be deemed to have been waived or postponed, except by an instrument in writing signed by the Party which is claimed to have granted such waiver or postponement.
32.2.
No waiver by any Party of any one or more obligations or defaults by any other party in the performance of this Agreement shall operate or be construed as a waiver of any other obligations or defaults whether of a like or a different character.
Clause 33     
Changes in Legislation
The Parties agree that the commercial terms and conditions of this Agreement are based on the existing fiscal terms in accordance with the provisions of the Taxation Act and the fiscal terms as contained in clauses 13 and 14 of this Agreement as of the Effective Date. If such fiscal terms are changed, the parties agree to review the terms and conditions of this Agreement.
Clause 34     
Applicable law
This Agreement, the interpretation thereof and any dispute arising thereunder or associated therewith shall be governed by and determined in accordance with the laws of the Republic of Namibia.
Clause 35     
Notices
35.1.
Any document, notice or other communication required to be given or delivered to the Company by the Minister or any officer authorized thereto shall be deemed to have been so given or delivered‑
(a)
if delivered to the General Manager or Deputy General Manager referred to in clause 12.4 or to the public officer of the Company or operator referred to in paragraph (b) of clause 12.5; or
(b)
if left with some adult person apparently residing at or occupying or employed at the registered address of the Company or such operator; or
(c)
if dispatched by registered post addressed to‑
(i)
the Company or operator at the following address:

53


27 Reid Street,
1st Floor,

Hamilton HM11
Bermuda
or
(ii)
the General Manager or Deputy General Manager referred to in clause 12.4 to the address referred to in clause 12.4; or
(iii)
the public officer at its or his last known address; or
(iv)
if transmitted by means of a facsimile transmission to the person concerned at the registered office of the Company.
35.2.
Any document, notice or other communication referred to in clause 34.1 which has been given or delivered in the manner contemplated in paragraph (c) of that clause shall, unless the contrary is proved, be deemed to have been received by the person to whom it was addressed at the time when it would, in the ordinary course of post have arrived at the place to which it was addressed.
35.3.
Any document, notice or other communication required to be given or delivered to
(a)
the Minister by the Company shall be deemed to have been so given or delivered if despatched by registered post addressed to the Minister at the following address:
Ministry of Mines and Energy
Private Bag 13297
Windhoek, Namibia
(b)
the authorized officer by the Company shall be deemed to have been so given or delivered if despatched by registered post addressed to the officer at the following address:
27 Reid Street,
114 Floor,

Hamilton HMI I
Bermuda
(c)
the Minister of Finance by the Company shall be deemed to have been so given or delivered if despatched by registered post addressed to the Minister of Finance at the following address:
Ministry of Finance
Private Bag 13295

Windhoek, Namibia
Clause 36     

54


Customs Exemptions
36.1.
Imports by Company. Company and its subcontractors shall be permitted to import all items required by Company in respect of Petroleum Operations, and all of such items and Company and its subcontractors shall be exempt from customs duties prescribed from time to time in or under the Customs and Excise Act, 1998 (Act 20 of 1998) in respect of such importation. Without limiting the foregoing, it is agreed and understood that such exemption applies to all materials, equipment, supplies, and other items including machinery, vehicles, spare parts, tires, aircraft, boats, chemicals, foodstuffs and other movable and/or consumable items for Petroleum Operations.
36.2.
Imports by Employees. Each expatriate employee of Company and its subcontractors shall be permitted to import and shall be exempt from all customs duties with respect to the importation of household goods and other personal items, including one automobile every three (3) years; provided, however, that such items are imported for the sole use of the employee and the employee’s family; and provided, further, that no such item imported by the employee shall be resold by such employee in a member country of the Southern African Customs Union except in accordance with any applicable laws.
36.3.
Disposal of Imported Items. Any item imported by Company or its subcontractors may be sold in Namibia upon payment of applicable customs duties, if any, on the price of the item at the time of such sale, or may be exported pursuant to clause 35.4. Items imported by Company or its subcontractors, which are sold or saleable only for scrap value may be sold as such, or otherwise be properly disposed of, without payment of customs duties. In the event of a sale by Company or its subcontractors under this clause 35.4, Company or its subcontractor shall be entitled to retain and repatriate in a convertible currency the proceeds therefrom as provided in this Agreement.
36.4.
Exports.
(a)
Any of the items imported into Namibia by Company, its subcontractors or their employees, which has not become the property of the Government pursuant to the provisions hereof may be exported by the importing party at any time without payment of any customs duties or other charges.
(b)
Company shall be free to export any and all Petroleum to which it is entitled pursuant to this Agreement and all Petroleum exported by Company shall be exempt from all charges in respect of exports of Petroleum.
Clause 37     
Exchange Rights
37.1.
Registration. Funds transferred into Namibia for local expenditures, funds utilized abroad to purchase goods and services for Petroleum Operations, charges for services performed by Company or its subcontractors outside Namibia as part of Petroleum Operations and all other expenditures and investments made pursuant to

55


this Agreement shall be filed by Company’s Namibian bankers with the Bank of Namibia which shall issue appropriate written confirmation to Company.
37.2.
Funds for Local Expenditures. Funds required by Company and foreign subcontractors to meet local expenditures shall be imported into Namibia in freely convertible currencies, transferred to local banks and converted to Namibia currency. If it or they so desire, Company and/or its foreign subcontractors may borrow Namibia currency from local banks in order to meet local expenditures.
37.3.
Foreign Exchange. Purchase or sale of foreign exchange shall be affected at the exchange rate most favorable to Company, as quoted by the Bank of Namibia.
37.4.
Foreign Bank Accounts. Company is hereby authorized to open, maintain, control and operate accounts in any currency in foreign banks outside Namibia, to have full and complete control of such accounts, and to retain abroad and freely dispose of any funds in such accounts. Among other reasons, withdrawals may be made for payments for goods and services acquired abroad, for payments to subcontractors engaged in Petroleum Operations, and for transferring funds to local banks in Namibia to meet local expenditures, all in connection with Company’s activities under this Agreement.
37.5.
Exchange Rights. Company is hereby granted the following exchange rights:
(a)
To provide in freely convertible foreign currencies all funds needed to conduct Petroleum Operations;
(b)
To hold such funds abroad with no obligation to transfer funds or assets to Namibia except such funds as are necessary to meet Company’s need for Namibia currency, in the case that Company does not borrow such funds from local banks;
(c)
To freely dispose of any funds held outside Namibia;
(d)
To export any and all Petroleum to which it is entitled pursuant to this Agreement;
(e)
To retain abroad and freely dispose of all proceeds received outside from the export, sale or exchange of Petroleum with no obligation to remit such export proceeds except as may be needed to meet Company’s expenses in Namibia, in the case that Company does not borrow funds from local banks for that purpose;
(f)
To remit and/or repatriate abroad and freely dispose of all (i) proceeds received within Namibia from the sale or exchange of Petroleum within Namibia, (ii) proceeds received from other operations and activities within Namibia, and (iii) any other funds accruing to Company within Namibia, including, without limiting the generality of the foregoing, all profits and or dividends; such remittance and/or repatriation to be accomplished in accordance with procedures of any exchange control Laws which may be in force, but which shall in no event prevent or delay such remittance and/or repatriation;

56


(g)
To pay its subcontractors and employees in foreign currencies, either inside or outside of Namibia. Expatriate employees shall be required to bring into Namibia through local banks and convert into Namibia currency only such foreign exchange as is required to meet their personal living expenses. Such employees shall be authorized to remit and/or repatriate any personal funds or proceeds received in Namibia from the sale of personal belongings; and
(h)
To maintain a special account or accounts for non-Namibian funds in a local bank or banks chosen by Company from which funds can be disbursed for the purpose of making any payments required in conducting Petroleum Operations, or making payments to, or for the benefit of, Company’s employees, whether local or expatriate
37.6.
Payments under this Agreement. Any payments made by any Party to another Party shall be made in U.S. Dollars unless the Parties mutually agree upon another currency.
37.7.
Subcontractors. Company’s subcontractors and their employees shall have the same rights as Company and its employees under this clause 37.
37.8.
Implementation. The Company acknowledges that the provisions of this clause 37 are granted in accordance with and subject to the Exchange Control Laws applicable in Namibia, and shall only be implemented by the parties in accordance with such laws, The Company shall comply with the prescribed formalities and procedures and engage the services of an authorized dealer in foreign exchange to assist it in facilitating and implementing the provisions of this clause 37.
IN WITNESS whereof this Agreement has been duly signed at
WINDHOEK on this ....... day of June 2011 by and
between the GOVERNMENT OF THE REPUBLIC OF NAMIBIA,
as represented by the Honourable Isak Katali, the Minister of Mines and Energy, and Signet Petroleum Limited as represented by Mr. Wade Cherwayko., duly authorized by the board of directors in terms of a resolution passed on the 17th day of June 2011.
and Cricket Investments (Pty) Limited as represented by Moses Haywanga duly authorized by the board of directors in terms of a resolution passed on the 17 th day of June 2011.
and National Petroleum Corporation of Namibia as represented by Robert Mulgnachilenga duly authorized by the board of directors in terms of a resolution passed on the 17 th day of November 201 0 .


57



/s/ Isak Katali
MINISHTER OF MINES AND ENERGY
(On behalf of the Government of Namibia)
Witnesses:
 
 
1.
/s/ Witness
 
 
2.
/s/ Witness
/s/ Wade Cherwayko
SIGNET PETROLEUM LIMITED
Witnesses:
 
 
1.
/s/ Witness
 
 
2.
/s/ Witness
/s/ Moses Hauwanga
CRICKET INVESTMENTS (PTY) LTD
Witnesses:
 
 
1.
/s/ Witness
 
 
2.
/s/ Witness
/s/ Robert Mwanachilenga
NATIONAL PETROLEUM CORPORATION OF NAMIBIA
Witnesses:
 
 
1.
/s/ Witness
 
 
2.
/s/ Witness

58




END OF MAIN BODY OF AGREEMENT —

ANNEXURES 1 ‑ 7 FOLLOW


59



ANNEXURE 1
DESCRIPTION OF LICENCE AREA
Blocks
Points
Coordinates
 
 
 
 
 
 
A
13° 30’ 00”E
29°00’00”S
 
B
14° 00’ 00”E
29°00’00”S
 
C
14° 00’ 00”E
29°30100”S
 
D
15° 00’ 00”E
29°30’00”S
 
E
15° 00’ 00”E
29°37’619”S
2914B
F
14° 00’ 00”E
30°35’088”S


PSCMAP2.JPG

The total surface area of License area 2914BA&B is 12 299.3 km2
**************************



60



ANNEXURE 2
MAP OF LICENCE AREA





PSCMAP1.JPG





61



ANNEXURE 3
BANK GUARANTEES
in respect of
INITIAL EXPLORATION PERIOD
(Clause 4.7)
WHEREAS the Company is, under the Petroleum Agreement dated the ……… day of ………………… 2011. (hereinafter referred to as “the Agreement”) entered into by and between the Government of Namibia (hereinafter referred to as “the Government”) and the Signet Petroleum BV, (hereinafter referred to as “the Company”) required‑
I.
perform before the expiration of the Initial Exploration Period defined in clause 1 of the Agreement certain minimum exploration work obligations (hereinafter referred to as “the minimum initial exploration work obligation”);
II.
to incur in the performance of the minimum initial exploration work obligation, minimum exploration expenditure in an amount of in constant price terms (Insert amount which corresponds with the

amount of the minimum exploration expenditure specified in paragraph 4.1.(a)(ii) of the Agreement) (hereinafter referred to as “minimum initial exploration expenditure”);
NOW, THEREFORE we, …………………………… (insert name of Bank) of ………………… (insert principal place of business of Bank), hereby guarantee, subject to the provisos set out below, that on the first business day following the thirtieth day after receipt from the Government of a written demand signed by the Minister of Mines and Energy made in accordance with the terms hereof and stating that the Company has‑
A.
failed to incur the minimum initial exploration expenditure in respect of the initial exploration work obligation;
B.
actually incurred expenditure on the initial exploration work obligation which amounts to an amount (to be specified in constant 199.. price terms in constant 199.. price terms in such written demand) which is less than the minimum initial exploration expenditure;
C.
consequently, become liable to pay a shortfall of expenditure expressed in constant 199.. price terms equal to the difference between the amount

referred to in paragraph A above and the amount specified in paragraph B above; and
D.
failed to pay the Minister of Mines and Energy an amount equal to the shortfall referred to in paragraph C above, as adjusted by multiplying such amount by a figure obtained by dividing the Price Index, as reported for the first time in the monthly publication

62


“International Financial Statistics” of the international Monetary Fund in the section “Prices, Production, Employment”, for the Calendar Month immediately preceding the day of receipt of the aforesaid written demand, by such Price Index as so reported for the Calendar Month in which the Agreement has been signed, we shall pay to the Minister of Mines and Energy the amount referred to in paragraph D above.
PROVIDED THAT‑
1.
our liability hereunder shall be limited to paying an amount not exceeding ..$500,000 (Five Hundred Thousand) United States Dollars (insert an amount numerically greater than the minimum initial exploration expenditure, based on an estimated inflation element for the Initial Exploration Period) in respect of the initial exploration work obligation;
2.
our liability referred to in paragraph 1 shall be reduced at the end of every Quarter by the amount of the actual expenditure incurred by the Company and stated in a certificate signed by the Company and the Minister of Mines and Energy, which reduction shall take effect as from the date of receipt of such certificate by us;
3.
this guarantee shall come into effect as from the date of our receipt of a certificate signed by the Company and the Minister of Mines and Energy stating that the Agreement has been signed by all the parties thereto;
4.
this guarantee may not be ceded, assigned or transferred to any other person;
5.
this guarantee shall expire on the date of‑
(1)
the payment by us of all the amounts guaranteed hereunder; or
(2)
the receipt by us of a certificate in accordance with paragraph 2 above, whereby expenditure actually incurred in performance of the initial exploration work obligation when added to the aggregate amount of expenditure actually incurred in performance of the initial exploration work obligation, all such expenditures being adjusted to constant 199.. price terms, and stated in such certificate previously

received by us shall equal or exceed the minimum initial exploration expenditure;
(3)
the one hundred and twentieth day after the end of the Initial Exploration Period as defined in clause 1 of the Agreement, whichever is the earliest date, whereafter we shall be under no liability whatsoever under this guarantee;
6.
any certificate required to be provided by the Company pursuant to paragraphs 2 and 3 above must be signed by a duly authorised representative of the Company;
7.
any demand, certificate and notification must be sent to us at the above address.

63


SIGNED at ……………….. on this ……………….. day of ……………….. 20……
----------------------

XYZ BANK

64



BANK GUARANTEE
in respect of
FIRST RENEWAL EXPLORATION PERIOD
(Clause 4.7)
WHEREAS the Company is, under the Petroleum Agreement dated the …………. day of ……………….. 2011 (hereinafter referred to as “the Agreement”) entered into by and between the Government of Namibia (hereinafter referred to as “the Government”) and the Signet Petroleum By. (hereinafter referred to as “the Company”) required‑
I.
to perform before the expiration of the First Renewal Exploration Period defined in clause 1 of the Agreement certain minimum exploration work obligations (hereinafter referred to as “the minimum first renewal exploration work obligation”);
II.
to incur in the performance of the minimum first renewal exploration work obligation, minimum exploration expenditure in an amount of in constant 199__ price terms (Insert amount which corresponds with the amount of the minimum exploration expenditure specified in paragraph 4.1.(b)(ii) of the Agreement) (hereinafter referred to as “minimum first renewal exploration expenditure”);
NOW, THEREFORE we, ……………….. (insert name of Bank) of ……………….. (insert principal place of business of Bank), hereby guarantee, subject to the provisos set out below, that on the first business day following the thirtieth day after receipt from the Government of a written demand signed by the Minister of Mines and Energy made in accordance with the terms hereof and stating that the Company has‑
A.
failed to incur the minimum first renewal exploration expenditure in respect of the first renewal exploration work obligation;
B.
actually incurred expenditure on the first renewal exploration work obligation which amounts to an amount (to be specified in constant 199... price terms in such written demand) which is less than the minimum first renewal exploration expenditure;
C.
consequently, become liable to pay a shortfall of expenditure expressed in constant 199.. price terms equal to the difference between the amount referred to in paragraph A above and the amount specified in paragraph B above; and
D.
failed to pay the Minister of Mines and Energy an amount equal to the shortfall referred to in paragraph C above, as adjusted by multiplying such amount by a figure obtained by dividing the Price Index, as reported for the first time in the monthly publication “International Financial Statistics” of the International Monetary Fund in the section “Prices, Production, Employment”, for the Calendar Month immediately preceding the day of receipt of the aforesaid written demand, by such Price Index as so reported for the Calendar Month in which the Agreement has been signed, we shall pay to the Minister of Mines and Energy the amount referred to in paragraph D above.
PROVIDED THAT —

65


1.
our liability hereunder shall be limited to paying an amount not exceeding $1,000,000 (One Million). United States Dollars (insert an amount numerically greater than the minimum first renewal exploration expenditure, based on inflation during the Initial Exploration Period and an estimated inflation element for the First Renewal Exploration Period) in respect of the first renewal exploration work obligation;
2.
our liability referred to in paragraph 1 shall be reduced at the end of every Quarter by the amount of the actual expenditure incurred by the Company and stated in a certificate signed by the Company and the Minister of Mines and Energy, which reduction shall take effect as from the date of receipt of such certificate by us;
3.
this guarantee shall come into effect as from the date of our receipt of a certificate signed by the Company and the Minister of Mines and Energy stating that the Minister has granted the Company’s application for the first renewal of the licence issued under the Agreement;
4.
this guarantee may not be ceded, assigned or transferred to any other person;
5.
this guarantee shall expire on the date of‑
(1)
the payment by us of all the amounts guaranteed hereunder; or
(2)
the receipt by us of a certificate in accordance with paragraph 2 above, whereby the expenditure actually incurred in performance of the first renewal exploration work obligation and stated therein, when added to the aggregate of —
(a)
the sum by which expenditure actually incurred in performance of the initial exploration work obligation, which exceeded the minimum initial exploration expenditure and which was carried over to the First Renewal Period as contemplated in clause 4.5 of the Agreement and stated as such in a certificate signed by the Company and the Minister of Mines and Energy; and
(b)
the expenditure actually incurred in performance of the first renewal exploration work obligation and stated in such certificate previously received by us, all such expenditures being adjusted to constant 199__ price terms, shall equal or exceed the minimum first renewal exploration expenditure;
(3)
the one hundred and twentieth day after the end of the First Renewal Exploration Period as defined in clause 1 of the Agreement, whichever is the earliest date, whereafter we shall be under no liability whatsoever under this guarantee;
6.
any certificate required to be provided by the Company pursuant to paragraphs 2, 3 and 5(2)(a) above must be signed by a duly authorised representative of the Company;
7.
any demand, certificate and notification must be sent to us at the above address.
SIGNED at ……………….. on this ……………….. day of ……………….. 2010

66


----------------------

XYZ BANK


67



BANK GUARANTEE
in respect of
SECOND RENEWAL EXPLORATION PERIOD
(Clause 4.7)
WHEREAS the Company is, under the Petroleum Agreement dated the ……….. day of ……………….. 2010 (hereinafter referred to as “the Agreement”) entered into by and between the Government of Namibia (hereinafter referred to as “the Government”) and the Signet Petroleum BV. (hereinafter referred to as “the Company”) required‑
I.
to perform before the expiration of the First Renewal Exploration Period defined in clause 1 of the Agreement certain minimum exploration work obligations (hereinafter referred to as “the minimum first renewal exploration work obligation”);
II.
to incur in the performance of the minimum first renewal exploration work obligation, minimum exploration expenditure in an amount of _________ in constant 199__ price terms (Insert amount which corresponds with the amount of the minimum exploration expenditure specified in paragraph 4.1.(b)(ii) of the Agreement) (hereinafter referred to as “minimum first renewal exploration expenditure”);
NOW, THEREFORE we, _______ (insert name of Bank) of _________ (insert principal place of business of Bank), hereby guarantee, subject to the provisos set out below, that on the first business day following the thirtieth day after receipt from the Government of a written demand signed by the Minister of Mines and Energy made in accordance with the terms hereof and stating that the Company has‑
A.
failed to incur the minimum first renewal exploration expenditure in respect of the first renewal exploration work obligation;
B.
actually incurred expenditure on the first renewal exploration work obligation which amounts to an amount (to be specified in constant 199.. price terms in such written demand) which is less than the minimum first renewal exploration expenditure;
C.
consequently, become liable to pay a shortfall of expenditure expressed in constant 199.. price terms equal to the difference between the amount referred to in paragraph A above and the amount specified in paragraph B above; and
D.
failed to pay the Minister of Mines and Energy an amount equal to the shortfall referred to in paragraph C above, as adjusted by multiplying such amount by a figure obtained by dividing the Price Index, as reported for the first time in the monthly publication “International Financial Statistics” of the International Monetary Fund in the section “Prices, Production, Employment”, for the Calendar Month immediately preceding the day of receipt of the aforesaid written demand, by such Price Index as so reported for the Calendar Month in which the Agreement has been signed, we shall pay to the Minister of Mines and Energy the amount referred to in paragraph D above,
PROVIDED THAT —

68


1.
our liability hereunder shall be limited to paying an amount not exceeding $1,000,000 (One Million). United States Dollars (insert an amount numerically greater than the minimum first renewal exploration expenditure, based on inflation during the Initial Exploration Period and an estimated inflation element for the First Renewal Exploration Period) in respect of the first renewal exploration work obligation;
2.
our liability referred to in paragraph 1 shall be reduced at the end of every Quarter by the amount of the actual expenditure incurred by the Company and stated in a certificate signed by the Company and the Minister of Mines and Energy, which reduction shall take effect as from the date of receipt of such certificate by us;
3.
This guarantee shall come into effect as from the date of our receipt of a certificate signed by the Company and the Minister of Mines and Energy stating that the Minister has granted the Company’s application for the first renewal of the licence issued under the Agreement;
4.
this guarantee may not be ceded, assigned or transferred to any other person;
5.
this guarantee shall expire on the date of‑
(1)
the payment by us of all the amounts guaranteed hereunder; or
(2)
the receipt by us of a certificate in accordance with paragraph 2 above, whereby the expenditure actually incurred in performance of the first renewal exploration work obligation and stated therein, when added to the aggregate of —
(a)
the sum by which expenditure actually incurred in performance of the initial exploration work obligation, which exceeded the minimum initial exploration expenditure and which was carried over to the First Renewal Period as contemplated in clause 4.5 of the Agreement and stated as such in a certificate signed by the Company and the Minister of Mines and Energy; and
(b)
the expenditure actually incurred in performance of the first renewal exploration work obligation and stated in such certificate previously received by us, all such expenditures being adjusted to constant 199… price terms, shall equal or exceed the minimum first renewal exploration expenditure;
(3)
the one hundred and twentieth day after the end of the First Renewal Exploration Period as defined in clause 1 of the Agreement, whichever is the earliest date, whereafter we shall be under no liability whatsoever under this guarantee;
6.
any certificate required to be provided by the Company pursuant to paragraphs 2, 3 and 5(2)(a) above must be signed by a duly authorised representative of the Company;
7.
any demand, certificate and notification must be sent to us at the above address.
SIGNED at ……………….. on this ……………….. day of ……………….. 2010

69


----------------------

XYZ BANK


70



ANNEXURE 4
ACCOUNTING PROCEDURE
(Clause 19)
1. Definitions
In this Annexure, unless the context indicates otherwise any word or expression to which a meaning has been assigned in the Petroleum Agreement dated the ….. day of ……………. 20.. (hereinafter referred to as “the Agreement”) entered into between the Government of Namibia (hereinafter referred to as “the Government”) and the AlphaPetro (Pty) Ltd. (hereinafter referred to as “the Company”) and in the Taxation Act shall have that meaning.
2.      Purpose of accounting procedure
The purpose of the Accounting Procedure contained in this Annexure is to establish principles and procedures of accounting which will enable the Minister of Finance to monitor the Company’s expenditures, production and receipts so that the Governments entitlement to petroleum income tax and additional profits tax under the Taxation Act and to royalty under section 62, or annual charges under section 67, of the Petroleum Act can be accurately determined.
3.      Responsibility for maintaining accounts
3.1
Each of the entities constituting the Company shall be responsible for maintaining their own accounting records in order to comply fully with all legal requirements and to support all fiscal returns or any other accounting reports required by any governmental authority in relation to the Petroleum Operations.
3.2
The operator for and on behalf of all entities constituting the Company shall maintain the accounts of the Petroleum Operations under the Agreement in such a manner so as to permit each such entity to fulfill the obligations under this Agreement.
4.      Documentation required to be submitted by the Company
4.1
Within 90 days of the date on which the Agreement has been signed the Minister shall submit, to discuss and agree with the Company, a proposed outline of charts of accounts, operating records and reports, which outline shall reflect each of the categories and sub-categories of expenditures specified in paragraph 8 and shall be in accordance with generally accepted and recognised accounting systems and consistent with normal practice for joint venture operations of the international petroleum industry.
4.2
Within 180 days after the date on which the Agreement has been signed the Company shall provide the Minister with a detailed description of the accounting systems and procedures which it will develop and maintain for use under the

71


Agreement. The Company shall inform the Minister subsequently of any significant changes it makes to such systems and procedures,
4.3
Notwithstanding the generality of the foregoing, the Company shall submit the following statements to the Minister -
(a)
a production statement referred to in paragraph 11 of this Annexure;
(b)
a value of production and pricing statement referred to in paragraph 12 of this Annexure.
(c)
a statement of expenditure and receipts referred to in paragraph 13 of this Annexure;
(d)
an additional profits tax statement referred to in paragraph 14 of this Annexure;
(e)
an end-of-year statement referred to in paragraph 15 of this Annexure;
(f)
a budget statement referred to in paragraph 16 of this Annexure;
(g)
a local procurement statement referred to in paragraph 17 of this Annexure,
(h)
a decommissioning statement referred to in paragraph 18 of this Annexure
4.4
All reports and statements shall be prepared in accordance with the Agreement, the laws of Namibia and, where there are no relevant provisions in either of these, in accordance with normal practice of the international petroleum industry.
5.      Units, of account language and exchange rates
5.1
Accounts shall be maintained in Namibian Dollars. Metric units and Barrels shall be employed for measurements required under the Agreement and this Annexure. The language employed shall be English. When necessary for clarification the Company shall also maintain accounts and records in other languages, units of measurement and currencies.
5.2
It is the intention of the parties that neither the Government nor the Company should experience an exchange gain or loss at the expense of or to the benefit of the other. However, should there be any gain or loss from exchange of currency, it will be credited or charged to the accounts.
5.3
Amounts received and expenditures made in Namibian Dollars or in United States Dollars shall be converted from Namibian Dollars into United States Dollars or from United States Dollars into Namibian Dollars on the basis of the monthly average of the mean of the daily official buying and selling exchange

72


rates between the currencies in question as published by the Bank of Namibia for the Calendar Month in which the relevant transaction occurred.
5.4
Amounts received and expenditures made in currencies other than United States Dollars and Namibian Dollars shall be converted into United States Dollars or Namibian Dollars on the basis of the monthly average of the mean of the daily buying and selling exchange rates between the currencies in question as published by the Bank of Namibia or, failing such publication, as published in the Financial Times (London edition) for the Calendar Month in which the relevant transaction occurred.
5.5
The average monthly exchange rates used in accordance with paragraphs 5.3 and
5.6
shall be identified in the relevant statements required under paragraph 4.3.
6.      Payments
6.1
Unless otherwise specified all sums due under the Agreement shall be paid within 30 days following the end of the month in which the obligation to make such payment occurs and shall be paid through a bank designated by each Party.
6.2
Ali sums due by one Party to the other under the Agreement during any Quarter shall for each day during which such sums are overdue during such Quarter, bear interest compounded daily at an annual rate equal to 15%.
7.      Audit and inspection rights of Government
7.1
The Government shall have the right
(a)
to carry out an audit in accordance with clause 19.2 of the Agreement;
(b)
to appoint an auditor to undertake or assist with the audit.
The expenditure incurred in respect of such audit shall be borne by the Company as a general and administrative expenditure. Notice of any exception to the Company’s accounts for any Calendar Year shall be submitted to the Company within six months of the receipt by the Minister of the report of its auditors. The Minister shall ensure that such report is submitted to it within a reasonable time after completion of the audit field work. For purposes of auditing, the Minister may examine and verify at reasonable times all charges and credits relating to the Company’s activities under the Agreement and all books of account, accounting entries, material records and inventories, vouchers, payrolls, invoices and any other documents, correspondence and records considered by the Minister to be necessary to audit and verify the charges and credits. Furthermore, the auditors shall have the right in connection with such audit to visit and inspect at reasonable times all sites, plants, facilities, warehouses and offices of the Company directly or indirectly serving its

73


activities under the Agreement and to visit personnel associated with those activities.
7.2
The Company shall answer any notice of exception under paragraph 7.1 within six months of the receipt of such notice. Where the Company has after the said six month period failed to answer a notice of exception made by the Minister, the Minister’s exception shall prevail, until such time as the Minister’s exception is resolved.
7.3
Without prejudice to the finality of matters as described in Clause 19 and this paragraph all documents referred to in paragraph 7.1 shall be maintained and made available for inspection by the Minister for seven years following their date of issue.
8.      Classification and allocation of expenditure
8.1
All expenditures relating to Petroleum Operations and qualifying in terms of the Taxation Act, Petroleum Act and paragraph 9 to be taken into account in the calculation of petroleum income tax and additional profits tax payable under the Taxation Act shall be classified, defined and allocated, as follows‑
(1)
exploration expenditure, being expenditure actually incurred, whether directly or indirectly, in or in connection with the carrying out of Exploration Operations in or in connection with such Licence Area, including expenditure actually incurred in respect of‑
(a)
the acquisition of machinery, implements, utensils and other articles employed for purposes of such operations, including pipes, well-head equipment, subsurface equipment and onshore and offshore drilling;
(b)
labour, fuel, haulage, supplies, materials and repairs in connection with a survey or study, excluding drilling for appraisal purposes, referred to in paragraphs (a) and (b) of the definition of “Exploration Operations” in section 1 of the Petroleum Act;
(c)
contributions to a fund or scheme, approved by the Permanent Secretary: Finance, in respect of any person employed in or in connection with Exploration Operations;
(d)
the advancement of training and education of Namibian citizens at institutions approved by the Permanent Secretary: Finance and the provision of educational and scientific materials and equipment by virtue of any term and condition of an Exploration Licence issued in respect of such Licence Area;
(e)
charges, fees or rent for, or in respect, of Land or buildings occupied for purposes of carrying out Exploration Operations;

74


(f)
subject to the provisions of section 14(2) of the Taxation Act, the general administration and management directly connected with Exploration Operations;
(g)
the restoration of such Licence Area, or any part thereof, after cessation of Exploration Operations in such area to the extent to which such expenditure has been incurred by virtue of any term and condition of an Exploration Licence issued in respect of such Licence Area relating to safety or the prevention of pollution;
(h)
customs duty in respect of the importation for use in or in connection with Exploration Operations in such Licence Area of plant, machinery, equipment, spare parts, materials, supplies or consumable items used in or in connection with such Exploration Operations;
(2)
development expenditure, being expenditure actually incurred, whether directly or indirectly, in or in connection with the carrying out of Development Operations in or in connection with a Licence Area, including expenditure actually incurred in respect of
(a)
the acquisition of‑
(i)
machinery, implements, utensils and other articles used for purposes of such operations, including pipes, units for purposes of production, treatment and processing, wellhead equipment, subsurface equipment, enhanced recovery systems, onshore and offshore drilling and production platforms and petroleum storage facilities;
(ii)
furniture, tools and equipment used in offices and accommodation referred to in paragraph (e)(ii) of the definition of “Development Operations” in section 1 of the Taxation Act and in warehouses, export terminals, harbours, piers, marine vessels, vehicles, motorised rolling equipment, aircraft, fire and security stations, water and sewage plants and power plants;
(b)
labour, fuel, haulage, supplies, materials and repairs in connection with the drilling, laying, installation and construction referred to in paragraphs (a), (b), (c), (d) and (e)(i) of the definition of “Development Operations” in section 1 of the Taxation Act;
(c)
contributions to a fund or scheme, approved by the Permanent Secretary: Finance, in respect of any person employed in or in connection with Development Operations;
(d)
the advancement of training and education of Namibian citizens at institutions approved by the Permanent Secretary: Finance and the provision of educational and scientific materials and

75


equipment by virtue of any term and condition of a licence issued in respect of such Licence Area;
(e)
charges, fees or rent for, or in respect of, Land or buildings occupied for purposes of carrying out Development Operations;
(f)
subject to the provisions of section 14(2) of the Taxation Act, the general administration and management directly connected with Development Operations; (g) the restoration of such Licence Area, or any part thereof, after cessation of Development Operations in such Licence Area to the extent to which such expenditure has been incurred by virtue of any term and condition of the licence issued in respect of such Licence Area relating to safety or the prevention of pollution;
(g)
customs duty in respect of the importation for use in or in connection with Development Operations in such Licence Area of plant, machinery, equipment, spare parts, materials, supplies or consumable items used in or in connection with such Development Operations;
(3)
production expenditure, being expenditure of an operational nature incurred in Production Operations and which, subject to section 13 of the Taxation Act and paragraph 9 of this Annexure, is allowed as a general deduction in the determination of taxable income in terms of section 8 of the Taxation Act;
(4)
general and administrative expenditure which‑
(a)
being the expenditure incurred on general administration and management primarily and principally related to Petroleum Operations in or in connection with the Licence Area, comprises and is limited to —
(i)
office, field office and general administrative expenditure in Namibia, including supervisory, accounting and employee relations services (excluding commissions paid to intermediaries by the Company);
(ii)
an annual overhead charge for services rendered outside Namibia and not otherwise charged under this accounting procedure, for managing Petroleum Operations and for staff advice and assistance including financial, legal, accounting and employee relations services, provided that ‑
(A)
for the period from the date on which the Agreement was signed until the date on which the first Production Licence under the Agreement is granted by the Minister, this annual charge shall be

76


the Company’s verifiable expenditure, but shall in no event be greater than one per cent of the total expenditure incurred during the Calendar Year in or in connection with the Licence Area and qualifying for deduction in the computation of petroleum income tax under the Taxation Act;
(B)
for the period from the date on which the Production Licence has been granted, the charge shall be at an amount or rate to be agreed on between the parties and stated in the Development Plan approved with the grant of the Production Licence;
(C)
such annual overhead charge shall be separately shown in all relevant reports to the Minister;
(b)
shall be allocated to and form part of exploration expenditure, development expenditure and production expenditure and shall be separately shown under each of these expenditure categories in all relevant reports and statements to the Minister;
(c)
shall be allocated to exploration expenditure, development expenditure and production expenditure incurred in each year in proportion to the amount of exploration expenditure, development expenditure and production expenditure incurred in such year, or in such other equitable and consistent manner otherwise agreed upon between the Company and the Minister.
9.      Expenditures, miscellaneous income and credits of the Company
9.1
Expenditure deductible without further approval of the Government Subject to the terms of the Agreement, the Company shall bear and pay the following expenditure in respect of its Petroleum Operations. These expenditures shall be classified under the headings referred to in paragraph 8. It is hereby agreed that, subject to the provisions of sections 8, 9 and 10 of the Taxation Act and paragraph 8, such expenditures are to be allowable deductions under the Taxation Act.
(1)
Surface rights
This covers ail direct expenditure attributable to the acquisition, renewal or relinquishment of surface rights acquired and maintained in force for the Licence Area.
(2)
Labour and related expenditure
(a)
Gross salaries and wages, including bonuses, of the Company’s employees directly and necessarily engaged in the Petroleum Operations, irrespective of the location of such employees, it being understood that in the case of those employees, only a portion of whose time is wholly dedicated to Petroleum

77


Operations, only that pro rata portion of applicable salaries and wages will be charged.
(b)
Cost to the Company of established plans for employees’ group life insurance, hospitalization, company pension, retirement and other benefits of a like nature customarily granted to the Company’s employees and the Company’s expenditure regarding holiday, vacation, sickness and disability payments applicable to the salaries and wages chargeable under subparagraph (a) above shall be allowed at actual cost, provided however that such total expenditure shall not exceed thirty-five per cent of the Company’s total labour expenditure under subparagraph (a) above.
(c)
Expenditure or contributions made pursuant to assessments or obligations imposed under the laws of Namibia which are applicable to the Company’s expenditure on salaries and wages chargeable under subparagraph (a) above.
(d)
Reasonable travel and personal expenditure of employees of the Company, including those made for travel and relocation of the expatriate employees assigned to Namibia all of which shall be in accordance with the Company’s normal practice.
(3)
Transportation
The expenditure incurred in respect of transportation of employees, equipment, materials and supplies necessary for the conduct of Petroleum Operations.
(4)
Charges for services
(a)
Third party contracts
The actual expenditure incurred under contracts for technical and other services entered into by the Company for its Petroleum Operations, made with third parties other than Affiliated companies of the Company, are deductible, provided that the prices paid by the Company are no higher than those generally charged by other international or domestic suppliers for comparable work and services.
(b)
Affiliates of the Company In the case of services rendered to the Petroleum Operations by an Affiliate of the Company the charges shall be based on actual expenditure without profits and shall be competitive. The charges shall be no higher than the most favourable prices charged by the Affiliate to third parties for comparable services under similar terms and conditions elsewhere. The Company shall, if requested by the Minister, specify the amount of the charges which constitutes an allocated

78


proportion of the expenditure in respect of general management and technical services and the amount which is the direct cost incurred in respect of providing specific services. If necessary, certified evidence regarding the basis of prices charged may be obtained from the auditors of the Affiliate.
(c)
In the event that the prices and charges referred to in subparagraph (4) (a) and (b) above are shown to be uncompetitive then the Permanent Secretary: Finance shall have the right to disallow as a deduction under the Taxation Act such portion as he deems fit.
(5)
Exclusively owned property For services rendered to the Petroleum Operations through the use of property exclusively owned by the Company, the accounts shall be charged at rates not exceeding those prevailing in the region which reflect the cost of ownership and operation of such property or at rates to be agreed.
(6)
Material and equipment
(a)
General
So far as is practicable and consistent with efficient and economical operation, only such material shall be purchased or furnished by the Company for use in the Petroleum Operations as may be required for use in the reasonably foreseeable future and the accumulation of surplus stocks shall be avoided. Material and equipment held in inventory shall only be charged to the accounts when such material is removed from inventory and used in Petroleum Operations.
(b)
Warranty of material The Company does not warrant material beyond the supplier’s or manufacturer’s guarantee and, in the case of defective material or equipment, any adjustment received by the Company from the suppliers or manufacturers or their agents will be credited to the accounts under the Agreement.
(c)
Value of material charged to the accounts under the Agreement
(i)
Except as otherwise provided in subparagraph (ii) below, material purchased by the Company for use in the Petroleum Operations shall be valued to include invoice price less trade and cash discounts, if any, purchase and procurement fees plus freight and forwarding charges between point of supply and point of shipment, freight to port of destination, insurance, taxes, custom duties, consular fees, other items chargeable against imported material and, where applicable, handling and transportation costs from point of importation to warehouse or operating site, and its costs shall not exceed

79


those currently prevailing in normal arms length transactions on the open market,
(ii)
Material purchased from or sold to Affiliated companies of the Company or transferred to or from activities of the Company other than Petroleum Operations under the Agreement‑
(A)
in the case of new material (hereinafter referred to as condition A), shall be valued at the current international price which shall not exceed the price prevailing in normal arms length transactions on the open market;
(B)
in the case of used material which is in sound and serviceable condition and is suitable for re-use without reconditioning (hereinafter referred to as condition B), shall be priced at not more than seventy-five per cent of the current price of the abovemenfioned new materials;
(C)
in the case of used material which cannot be classified as condition B, but which, after reconditioning, will be further serviceable for original function as good second hand condition B material or is serviceable for original function, but substantially not suitable for reconditioning (hereinafter referred to as condition C) shall be priced at not more than fifty per cent of the current price of the new material referred to above as condition A.
The cost of reconditioning shall be charged to the reconditioned material, provided that the condition C material value plus the cost of reconditioning does not exceed the value of condition B material. Material which cannot be classified as condition B or condition C shall be priced at a value commensurate with its use.
Material involving erection expenditure shall be charged at the applicable condition percentage of the current knocked down price of new material referred to above as condition A.
When the use of material is temporary and its service to the Petroleum Operations does not justify the reduction in price in relation to materials referred to above as conditions B and C, such material shall be priced on a basis that will result in a net charge to the accounts under the Agreement consistent with the value of the service rendered.
(7)
Insurance and losses

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Insurance premiums and expenditure incurred for insurance pursuant to clause 17 of the Agreement are deductible, provided that if such insurance is wholly or partly placed with an Affiliated company of the Company such premiums and expenditure shall be deductible only to the extent generally charged by competitive insurance companies other than an Affiliated company of the Company. Expenditure and losses incurred as a consequence of events which are, and in so far as, not made good by insurance are deductible, unless such expenditure has resulted solely from an act of willful misconduct or negligence of the Company.
(8)
Training expenditure
All expenditure incurred by the Company in training of its Namibian employees engaged in the Petroleum Operations and such other training as is required under clause 22 of the Agreement is deductible.
(9)
General and administrative expenditure
The expenditure described in paragraph 8.1(4) is deductible.
9.2
Expenditure riot deductible under the Agreement
The following expenditure shall not be deductible in the computation of petroleum income tax and additional profits tax:‑
(a)
All expenditure incurred before the date on which the Agreement was signed.
(b)
Interest and any other finance charges or fees incurred on loans raised by the Company, except as is provided under section 8(a)(iv) of the Taxation Act.
(c)
Petroleum marketing or transportation expenditure of Petroleum beyond the actual loading point of the Company for export from Namibia in the case of Crude Oil and in the case of Natural Gas the geographical point of sale.
(d)
The cost of obtaining and maintaining the bank guarantee and the performance guarantee required under the Agreement (and any other amounts spent on indemnities with regard to non-fulfilment of contractual obligations).
(e)
Donations and charitable contributions.
(f)
Expenditure incurred in relation to arbitration and the sole expert in respect of any dispute under the Agreement.
(g)
Fines and penalties imposed by courts of law in Namibia.

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(h)
The premium of 500 per cent and the additional amounts of 200 per cent and 600 per cent payable to the Government under clauses 8.14(c) and 10.4 of the Agreement.
(i)
The interest payable to the Government in terms of clause 11.14 of the Agreement.
(j)
Expenditure incurred as a result of willful misconduct or negligence of the Company.
(k)
Any expenditure which by reference to general oil industry practices can be shown to be excessive.
9.3
Other expenditure
Other expenditure not covered or dealt with in the provisions of this paragraph 9 and which is incurred by the Company for the necessary and proper conduct of the Petroleum Operations is only deductible with the prior approval in writing of the Permanent Secretary: Finance.
9.4
Miscellaneous income and credits under the Agreement
The proceeds received from or in connection with Petroleum Operations shall be credited to the accounts under the Agreement and shall be treated as miscellaneous gross income chargeable to both petroleum income tax and additional profits tax pursuant to the Taxation Act. Such proceeds include but are not limited to the following:‑
(a)
The net proceeds of any insurance or claim in connection with the Petroleum Operations or any assets charged to the accounts under the Agreement when such operations or assets were insured and the premiums charged to the accounts under the Agreement.
(b)
Revenue received from third parties or Affiliated companies for the use of property or assets charged to the accounts under the Agreement,
(c)
Any adjustment received by the Company from the suppliers or manufacturers or their agents in connection with defective material the expenditure of which was previously charged by the Company to the accounts under the Agreement.
(d)
Rentals, refunds or other credits received by the Company which apply to any charge which has been made to the accounts under the Agreement, but excluding any award granted to the Company under arbitration or sole expert proceedings referred to in paragraph 9.2(f) above.

82


(e)
The prices originally charged to the accounts under the Agreement for materials subsequently exported from Namibia without being used in the Petroleum Operations.
(f)
The proceeds from the sale or exchange by the Company of plant or facilities from the Licence Area or plant or facilities the acquisition expenditure of which have been charged to the accounts under the Agreement.
(g)
The proceeds from the sale or exchange by the Company of any Petroleum rights being an interest in its Licence Area.
(h)
The proceeds from the sale of any Petroleum information which relates to the Licence Area provided that the expenditure incurred in respect of the acquisition of such information has been charged to the accounts under the Agreement,
(2)
The proceeds derived from the sale or licence of any intellectual property the development costs of which were incurred under the Agreement.
9.5
Duplication of charges and credits
Notwithstanding any term to the contrary in this Annexure, it is agreed that there shall be no duplication of charges or credits to the accounts under the Agreement.
10.      Records and valuation of assets
10.1
The Company shall keep and maintain detailed records of assets in use for or in connection with Petroleum Operations in accordance with normal accounting practices in exploration and production activities of the international petroleum industry.
10.2
The Company shall furnish particulars to the Minister by notice in writing addressed and delivered to the Minister at six monthly intervals of all assets acquired by the Company to be used for or in connection with Petroleum Operations during the period immediately preceding the delivery of such notice.
10.3
The Company shall‑
(a)
not less than once every twelve months with respect to movable assets; and
(b)
not less than once every four years with respect to immovable Assets, take an inventory of the assets used for or in connection with Petroleum Operations in terms of the Agreement and address and deliver such inventory to the Minister together with a written statement of the principles upon which valuation of the assets mentioned in such inventory has been based.

83


10.4
The Company shall give the Minister at least 30 days notice in writing addressed and delivered to the Minister of its intention to take the inventory referred to in paragraph 10,3 and the Minister shall have the right to be represented when such inventory is taken.
10.5
When an assignation of rights under the Agreement takes place a special inventory shall be taken by the Company at the request of the assignee provided that the cost of such inventory is borne by the assignee and paid to the Company.
10.6
in order to give effect to clauses 17.5 and 17.6 of the Agreement the Company shall provide the Government with a comprehensive list of all relevant assets when requested by the Minister to do so.
11.      Production statement
11.1
The Company shall, not later than seven days after the end of the first Calendar Month during which Petroleum is produced from the Licence Area, and thereafter not later than seven days after the end of every succeeding Calendar Month, prepare and submit to the Minister a production statement containing the following particulars in each respect of each Production Area in the Licence Area and for the Licence Area:
(a)
The quantity, grades and gravity of Crude Oil Produced and Saved;
(b)
the quantity and composition of Natural Gas Produced and Saved;
(c)
the quantities of Crude Oil and Natural Gas used for purposes of carrying on drilling and Production Operations and pumping to field storage, as well as quantities injected into the formations, each such use to be separately identified;
(d)
the quantity of Petroleum unavoidably lost;
(e)
the quantity of Natural Gas flared;
(f)
the size of Petroleum stocks held at the beginning of the Calendar Month in question;
(g)
the size of Petroleum stocks held at the end of the Calendar Month in question;
(h)
the number of days in the Calendar Month during which Petroleum was produced from each Production Area in the Licence Area.
11.2
The Minister may by notice in writing addressed and delivered to the Company direct that any other particulars relating to Petroleum Operations be included

84


in the production statement referred to in paragraph 11.1 and the Company shall comply promptly with such request.
11.3
The Company shall, not later than seven days after the end of each Quarter address and deliver to the Commissioner aggregated statements containing the particulars referred to in items (a) to (h) of paragraph 11.1 in respect of the three months comprising that Quarter.
12.      Value of production and pricing statement
12.1
The Company shall, for purposes of clause 15 of the Agreement, prepare a statement providing calculations of the value of each quality of Namibian Crude Oil Produced and Saved from the Licence Area during each Quarter which shall contain the following information:
(a)
The quantities of Namibian Crude Oil sold at arms length during the Quarter in question by the Company, the prices realized and receipts obtained for such sales;
(b)
the quantities of Namibian Crude Oil sold other than to third parties during the Quarter in question by the Company, the prices realised and receipts obtained for such sales;
(c)
the quantities of Crude Oil appropriated by the Company to refining or other processing without being otherwise disposed of in the form of Crude Oil;
(d)
the quantity and value of stocks of Crude Oil held at the beginning of the Quarter in question;
(e)
the quantity and value of stocks of Crude Oil held at the end of the Quarter in question;
(f)
the percentage volume of total sales of Namibian Crude Oil made by the Company during the Quarter that are arms length sales to third parties other than sales made pursuant to clause 24 of the Agreement;
(g)
the percentage volume of total sales of Namibian Crude Oil made by the Company during the Quarter that are arms length sales to third parties pursuant to clause 24 of the Agreement;
(h)
the Company’s estimate, pursuant to clause 15 of the Agreement, of the market price of Namibian Crude Oil Produced and Saved for the Quarter;
(i)
all other information available to the Company, if relevant for the purposes of clause 15 of the Agreement, concerning the prices of the selection of major competitive crude oils, including contract

85


prices, discounts and premiums, and prices obtained on the spot markets.
12.2
At the time of the development of the first Discovery of Natural Gas, the Minister and the Company shall agree on an appropriate format for reporting the value of Natural Gas sold or disposed of.
12.3
The value of production and pricing statement for each Quarter shall be submitted to the Commissioner not later than 15 days after the end of the Quarter to which such value of production and pricing statement relate.
13.      Expenditure and receipts statement
13.1
The Company shall prepare in respect of each Calendar Month a statement of expenditure and receipts under the Agreement. The statement will distinguish between exploration expenditure, development expenditure and production expenditure and shall separately identify major items of expenditure within those categories. The statement of receipts shall distinguish between income from the sale of Petroleum and miscellaneous income of the sort itemised in paragraph 9.4 of this Annexure. if the Minister is not satisfied with the degree of disaggregation within the said categories, he may request a more detailed disaggregation and the Company shall comply promptly with such request. The statement will show the following:‑
(a)
Actual expenditure and receipts for the Calendar Month in question.
(b)
Cumulative expenditure and receipts for the budget year in question.
(c)
Latest forecast of cumulative expenditure and receipts at the Calendar Year end.
(d)
Variations between budget forecast and latest forecast, with explanations thereof.
13.2
At the end of each Quarter aggregated statements in respect of the three months comprising that Quarter shall be submitted for each of the items (a) to (d) in paragraph 13.1 above.
13.3
The statement of expenditure and receipts for each Calendar Month or Quarter shall be submitted to the Minister no later than 15 days after the end of such Calendar Month or Quarter.
14.      Additional profits tax statement
14.1
The Company shall prepare with respect to each Calendar Year an additional profits tax statement containing the following information:

86


(a)
The value of net cash receipts for the Calendar Year, identifying separately each of the categories of gross income and allowable deductions provided in the Taxation Act.
(b)
The appropriate value of the Price Index for the Calendar Year.
(c)
The value of the first accumulated net cash position, second accumulated net cash position and the third accumulated net cash position for the tax year.
(d)
The value of the first accumulated net cash position, the second accumulated net cash position and the third accumulated net cash position at the end of the preceding tax year.
(e)
The amount of additional profits tax payable with respect to the first accumulated net cash position, the second accumulated net cash position and the third accumulated net cash position for the tax year.
(f)
The total amount of additional profits tax payable for the tax year.
14.2
The information required in terms of paragraph 14.1 shall be presented in sufficient detail so as to enable the Minister to verify the timing and amount of additional profits tax payments.
14.3
The Government reserves the right to call for additional profits tax statements more frequently than annually in order to satisfy the objective set out in paragraph 14.2 above.
14.4
The additional profits tax statement for each tax year shall be submitted to the Minister no later than 60 days after the end of such Calendar Year.
15.      End-of-year statement
15.1
The Company shall prepare a definitive end-of-year statement. The statement shall contain aggregated information for the Calendar Year in the same format as required in the production statement, the value of production and pricing statement, and the expenditure and receipts statement, but will be based on actual quantities of Petroleum produced, income received and expenditure incurred.
15.2
The end-of-year statement for each Calendar Year shall, except in the case of the production statement, be submitted to the Minister within 60 days of the end of such Calendar Year. The end-of-year production statement shall be submitted within 14 days of the end of each Year.
16.      Budget statement

87


16.1
The Company shall prepare an annual budget statement. This statement shall distinguish between exploration expenditure, development expenditure, and production expenditure and shall show the following:
(a)
Forecast expenditure and receipts for the Calendar Year under the Agreement.
(b)
Cumulative expenditure and receipts to the end of the said Calendar Year.
(c)
A schedule showing the most important and individual items of expenditure for the said Calendar Year.
(d)
A schedule indicating the planned expenditure on the purchase of Namibian goods and services pursuant to clause 23 of the Agreement.
16.2
The budget statement shall be submitted to the Minister with respect to each budget year no less than 90 days before the start of the Calendar Year except in the case of the Calendar Year in which the date on which the Agreement has been signed falls, when the budget statement shall be submitted within 30 days of the date on which the Agreement has been signed.
17.      Local procurement statement
17.1
In furtherance of the obligation in clause 23 of the Agreement for the Company to purchase Namibian goods and services the Company shall prepare in respect of each Calendar Year a local procurement statement, containing the following information:
(a)
The amount of expenditure incurred by the Company directly, or indirectly through its sub-contractors, on goods supplied, produced or manufactured in Namibia;
(b)
the amount of expenditure incurred by the Company directly, or indirectly through its sub-contractors, on services provided by Namibian entities;
(c)
the respective percentages that the expenditures recorded under items (a) and (b) above represent of the Company’s total expenditures;
(d)
a detailed description of the procedures adopted during the Year to identify and purchase goods and services from Namibian suppliers; and
(e)
a detailed exposition of how the local purchases for the Year as recorded under items (a) and (b) above compared with the projected purchases included in the budget statement for that Year (pursuant to item (d) of subparagraph 16.1 of this Annexure), with explanations for any significant variations;

88


17.2
The local procurement statement shall be submitted to the Minister within 60 days after the end of each Calendar Year.
18.      Decommissioning statement
18.1
In furtherance of its obligation to decommission facilities used in Petroleum Operations in accordance with the Decommissioning Plan, the Company shall prepare in respect of each Calendar Year after the grant of a Production Licence a decommissioning statement, containing the following information valid as at the end of the Year:
(a)
where applicable, total cumulative production of Petroleum from the Production Area;
(b)
estimated total recoverable reserves of Petroleum from the Production Area;
(c)
the estimated date by which 50% of the estimated total recoverable reserves of Petroleum from the Production Area will have been produced;
(d)
the estimated future total cost of decommissioning the facilities in the Production Area, and of any facilities outside the Production Area;
(e)
where applicable, the amount to be deposited by the Company into any relevant Trust Fund in respect of the Year, setting out how the amount has been calculated;
(f)
where applicable, the amount actually paid into the Trust Fund by the Company in respect of the Year;
(g)
where applicable, the amount of expenditure incurred by the Company on actually decommissioning the facilities in the Year; and
(h)
where applicable, the amount of any money received by the Company in the Year from the Trust Fund.
18.2
The decommissioning statement for each relevant Calendar Year shall be submitted by the Company to the Commissioner not later than 30 days after the end of the Year.
19.      Revision of accounting procedure
The terms of this Annexure may be amended by agreement between the Company and the Government. The amendments shall be made in writing and shall state the date upon which the amendments shall become effective.
20.      Conflict with Agreement

89


In the event of any conflict between the terms of the Taxation Act, this Annexure and the Agreement the terms of the Agreement and the Taxation Act shall prevail.
ANNEXURE 5
PERFORMANCE GUARANTEE
(Clause 30)
WHEREAS the DEF Company, a Company duly incorporated and registered in ……….. having its registered office at ............... (hereinafter referred to as “the Guarantor”) is the owner of 100% of the share capital of the ABC Company Ltd. (hereinafter referred• to as “the Company”) and its parent company; and WHEREAS the Company is a Party to the Petroleum Agreement dated the ……… day of ............... 20.., (hereinafter referred to as “the Agreement”) entered into with the Government of Namibia (hereinafter referred to as “the Government”); and
WHEREAS the DEF Company wishes to guarantee the performance of the Company or its Affiliated assignee under the Agreement;
NOW, THEREFORE the Guarantor hereby‑
(a)
unconditionally and irrevocably guarantees to the Government that it will make available or cause to be made available to the Company or any other directly or indirectly owned subsidiary or Affiliate of the Guarantor to which any part or, all of the Company’s rights or interest under the Agreement may subsequently be assigned (“Affiliated assignee”), resources required to ensure that the Company or an Affiliated assignee can carry out its obligations as set forth in the Agreement;
(b)
unconditionally and irrevocably guarantees to the Government the due and punctual compliance by the Company (or Affiliated assignee) with any obligations of the Company (or Affiliated assignee) under the Agreement;
(c)
undertakes to the Government that if the Company (or any Affiliated assignee) defaults on any of its obligations under the Agreement, then the Guarantor will fulfill or cause to be fulfilled the said obligations in place of the Company (or any Affiliated assignee);
(d)
declares that this guarantee shall expire on termination of the Agreement and any claims arising out of events during the period of validity of this guarantee must be submitted to the undersigned not later than 30 months subsequent to the date the claim arose.
SIGNED at ............... on this ............... day of ............... 20..


90


…………………………………………………
DEF Company Ltd.
ANNEXURE 6
PRINCIPLES GOVERNING THE TRAINING SCHEME OF THE MINISTRY OF MINES WAND ENERGY (“MME”)
1
The total amount of training support offered by the applicant in terms of the requirements of section 14(b) of the Petroleum (Exploration and Production) Act, 1991, as amended by the Petroleum (Exploration and Production) Amendment Act, 1993, will be subdivided into two parts, to be allocated to:
1.1
Attachments and in-house training - 30 per cent,
1.2
Institution building, scholarships, and science, engineering and technology promotion - 70 per cent.
The allocations for 1.2 (70 per cent of the gross sum) shall be made payable to. the Trust Fund known as the Petroleum Education and Training Fund (PETROFUND). The allocation of these funds to beneficiaries shall be decided upon by the Board of Trustees of PETROFUND. The Board of Trustees of PETROFUND shall consist of five representatives from MME and NAMCOR, one from the Ministry of Education and three from the operating oil companies. The allocation for 1.1 (30 per cent of the gross sum) shall be expended directly by each individual Company in accordance with the following principles.
2.    ATTACHMENTS AND IN-HOUSE TRAINING
Objectives:
To train Namibian citizens in the field of natural science, engineering and technology as related to oil and gas exploration and production, by exposing them to company practice and operation.
2.1
Recommended Fields of attachments and in-house training Geology and geophysics related to oil exploration and production Construction and reservoir engineering Drilling practice and technology Oil production practice and technology Economics of oil exploration and production
2.2
Recruitment of candidates
It will be the responsibility of the licensee to recruit suitable candidates Through the local public media or through direct nominations by MME and to appoint such candidates in consultation with the MME.
2.3
Reporting on training activities
The licensee shall report to the MME on an annual basis the details of the number, kind and cost of attachments or training positions created, filled and maintained through the immediate past year and the performance of the incumbents. If the total expenditure on these activities comes to less than 30 percent of the gross sum voted for training in terms of section 14(b) of the Petroleum Act, the outstanding amount shall be paid into the Training Fund.

91


3.    INSTITUTION BUILDING
Objective:
To strengthen Namibian research, education and training institutions by providing infrastructure to enhance the quality of such research education and training.
3.1
Nomination of institutions
The MME shall nominate institutions where support is needed, and give details of the kind of support and cost involved. It is envisaged that the typical beneficiaries will be tertiary institutions at which science, engineering and technology are being taught and research institutions where advanced research in oil and gas-related disciplines are being done. Such support may be applied to equipment, the temporary provision of teaching •staff, and in cases of severe need only, to the erection of buildings.
3.2
Allocation of funds
The Board of Trustees of PETROFUND shall select from the nominated institutions the projects that show the most merit in terms of the general development in Namibia of natural science engineering and technology, on the one hand, .and the oil and gas exploration and production industry, on the other hand. In the allocation of funds, the Board of Trustees of PETROFUND shall also keep in mind the longer term needs of the country beyond the sphere of petroleum, non-petroleum minerals and mining.
3.3
Reporting by beneficiaries
It will be expected from the beneficiaries to report in detail how the financial support was expended and how the new facility was integrated in the activities of the relevant institutions.
4.    SCHOLARSHIPS
Objective:
To enhance education and training in natural science, mathematics, engineering, and, technology in Namibia by improvement of the quality and quantity of teaching staff in these subjects in secondary schools as well as in post-school institutions. To strengthen the core of Namibians engaged in the professions of natural science, engineering and technology outside teaching.
4.1
Recruitment
The candidates for graduate and, post-graduate studies and research at tertiary institutions both within and outside Namibia shall be recruited through the local public media by the Board of Trustees of PETROFUND.
4.2
The Board of Trustees of. PETROFUND shall select the candidates on merit with due regard to the medium- and short-term requirements of the country so as to create a balanced supply of natural scientists, engineers and technologists

92


to the industry and natural science, mathematics, engineering and technical teachers to the teaching institutions.
5.    NATURAL SCIENCE, ENGINEERING AND TECHNOLOGY PROMOTION
Objective:
To foster awareness of and promote knowledge of natural science, mathematic.s, engineering and technology over a broad spectrum of the population by exposing them to selected promotional activities in the • relevant•fields.
5.1
The Board of Trustees of PETROFUND shall be responsible for an ongoing programme of promotion of natural science, engineering and technology through the organization of lectures, conferences, workshops, short courses, Olympiads, competitions etc. The target group of the population should range from primary schools right through to qualified professionals.
6. EMPHASIS FOR THE MEDIUM TERM
The emphasis in this document is strongly biased to natural science, engineering and technology because these are the fields in which Namibia seems to lack adequate manpower, Should, however, the future needs change, the aims and objectives as well as target groups of the population as proposed here shall be reviewed by the Board of Trustees of PETROFUND to suit the circumstances.


93



ANNEXURE 7
PRINCIPLES GOVERNING THE USE OF FUNDS PAID TO NAMCOR FOR ENVIRONMENTAL STUDIES
1.
The amounts paid under clause 11.15 of this agreement to NAMCOR will be fully accounted for by NAMCOR and will be fully audited by NAMCOR’s auditors. The allocation and utilisation of these funds will be decided upon by NAMCOR in consultation with all oil exploration/production licensees and representatives from the Ministry of Fisheries and Marine Resources and the Ministry of the Environment and Tourism. Funds will be used, amongst other purposes, for:
(a)
collecting weather and drifter buoy data needed for reliable oil spill drift modelling and for effective oil spill contingency planning;
(b)
long-term collecting of wave and current data;
(c)
long-term collecting of marine and weather data that will be needed for design of offshore installations;
(d)
periodic monitoring of levels of pollution during production drilling and production using internationally accepted methods of monitoring;
(e)
any other environment-related studies that the government ministries or the lidensees feel are needed and relevant.



94
Exhibit 10.43

ADDENDUM TO PETROLEUM AGREEMENT
entered into between
THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA
(the “ Government ”)
and
SHELL NAMIBIA UPSTREAM B.V.
( Shell )
and
NATIONAL PETROLEUM CORPORATION OF NAMIBIA
( Namcor )
RECORDAL
Whereas the Government, Signet Petroleum Limited (“ Signet ”), Cricket Investments (Proprietary) Limited (“ Cricket ”) and Namcor had, on 17 th June 2011, entered into a petroleum agreement (the “ Agreement ”) in respect of petroleum exploration licence PEL 0039, pertaining to Offshore Blocks 2913A and 29148 – Orange Basin;
Whereas Shell Namibia Upstream B.V. (previously known as Shell Exploration and Production (LXVIII) B.V.) (hereinafter referred to as “ Shell ”) on 19 December 2013 took transfer of and assumed all the interests, rights and obligations of Signet and Cricket in petroleum exploration licence PEL 0039 and the Agreement;
Whereas the Government on 19 th December 2013 has confirmed that Shell has validly satisfied its obligations in accordance with Clause 30 of the Agreement;
Whereas the Government re-issued PEL0039 on the 7 th February 2014 to reflect Shell and Namcor respectively as 90% (ninety percent) and 10% (ten percent) holders of the interests in PEL0039 and the Agreement.
Whereas the current parties wish to amend the Agreement to ensure the consistency and correctness of the Agreement with the factual position as regards the parties and other matters.
Now therefore, the Government, Shell and Namcor agree as follows:

1
    



AGREEMENT
Interpretation
1.
Any reference in the Agreement to Signet or Cricket if context allows shall be read as and be deemed to be a reference to Shell Namibia Upstream B.V.
2.
Any reference to “Company”, when used in capital letters, shall be read as and be deemed to be a reference to the term “Companies” as defined hereinafter.
3.
All other capitalised terms used herein shall have the meaning ascribed to them in the Agreement, unless they are otherwise defined in this Addendum.
Amendment
4.
The Agreement is amended as follows:
4.1.
By deleting clause 1.1(j) and replacing it as follows:
“(j)
“Companies” means, at the Signature Date, Shell Namibia Upstream B.V. and NAMCOR, and includes any other entity or person to whom either Shell Namibia Upstream B.V. and NAMCOR subsequently have assigned any interest or part thereof in relation to the Exploration Licence or the Production Licence jointly held by them.”
4.2.
By inserting a new clause 1.1(fff) to read as follows:
“(fff)
“Joint operating Agreement or JOA” means the agreement defined as such in clause 14A of this Agreement;”
4.3.
By deleting clauses 2.1a to 2.1c and replacing them as follows:
“2.1a
Shell Namibia Upstream B.V. is duly registered and incorporated in accordance with the Jaws of Netherlands on 10 August 2012.
2.1b
The registered address of the head office of Shell Namibia Upstream B.V. is Carel van Bylandtlaan 30, The Hague 2596 HR, the Netherlands.
2.1c
Shell Namibia Upstream B. V. hereby declares that the following persons are the beneficial owners of more than five per cent of the shares issued by it:-
Full Name:
DORDTSCHE PETROLEUM MAATSCHAPPIJ B. V.
Percentage held:
100% (one hundred percent)”
4.4.
By deleting clause 2.2 in its entirety.
4.5.
By substituting numbering of clause 2.3a to 2.3c with 2.2a to 2.2c.

2
    


4.6.
By deleting clause 10.2 and replacing it as follows:
“10.2
A notice referred to in clause 10.1 shall be given as early as possible prior to or during the drilling of the Well, but in any case not after the Company has notified the Minister of the detailed completion or abandonment plan for the Well. Upon receipt of such notice the Company shall, subject to the terms of clause 10.5, cause such tests, penetration and drilling to be carried out at the sole cost and risk of the Government, unless such activities interfere with Petroleum Operations to be carried out pursuant to this Agreement. At any time before such tests, penetration or drilling is carried out the Company may elect to include such tests, penetration or drilling In its Exploration Operations.”
4.7.
By deleting the word “ unreasonably ” in the first sentence of clause 10.3(b).
4.8.
By inserting the following after clause 11.8:
“11.8A
The Parties agree that for offshore seismic and drilling operations any required impact assessment studies need to be completed according to internationally recognised standards.”
4.9.
By deleting clause 12.5 and replacing it as follows:
“12.5
Where the Company consists of more than one company-
(a)
all the terms and obligations of this Agreement shall apply to each one of such companies jointly and severally;
(b)
Shell shall be the operator and the company who shall carry on the Petroleum Operations of the Company under this Agreement in accordance with the terms of the JOA. unless the Commissioner pursuant to an application in writing addressed and delivered to him approves a change of operator, in which event the other operator so approved of shall be deemed to be the operator from the date of such approval;
(c)
the JOA entered into by or between such companies shall be consistent with the provisions of this Agreement and shall be in writing and a copy of each such agreement shall be submitted to the Commissioner not later than ten days after the date of signature thereof.”
4.10.
By inserting the words “ in accordance with the JOA ” between the words “ for ” and “ and ” in the last sentence of clause 12.6.
4.11.
By inserting a new clause 13.3 to read as follows:
13.3
With the approval of the Minister of Finance, the Companies may be allowed to keep petroleum expenditure in United States dollars for Income Tax purposes until such time when commercial production is commenced. This is without any prejudice to any of the provisions contained in the Petroleum Tax Act.
4.12.
By deleting clause 14A and replacing it as follows

3
    


Joint Operating Agreement and Carry Obligations
14.A.1
NAMCOR shall be carried by the carrying party(ies) on a 10% interest stake in the Block subject to and in accordance with the terms and conditions contained in the Joint Operating Agreement to be entered between Namcor and Shell (the “JOA”, as defined), so long as there is no Material Adverse Change, as defined in the JOA.
14.A.2
The Government hereby acknowledges that the Petroleum Operations shall be performed by the Companies in accordance with the terms of the JOA, and the Government recognises the respective rights and obligations of the parties under the JOA, which shall be deemed to incorporated by reference into this Agreement.”
4.13.
By inserting new clauses 15.7 and 15.8 to read as follows:
15.7
For the avoidance of doubt, any information provided in accordance with this Clause 15 shall always be subject to any limitations placed on either Party as a result of any applicable confidentiality and/or market and/or legal restrictions (including but not limited to any restrictions relating to the disclosure by one Party to the other of commercially sensitive information).
15.8
Notwithstanding anything to the contrary contained herein, the mechanism for establishing the market value of Namibian Crude Oil shall be set out in the JOA detailing, inter alia, that the market value of Namibian Crude Oil shall be determined on a Calendar Month basis as follows:-
(i)
The average of the mean of Dated Brent quotations as published in Platts Crude Oil Marketwire for all published quotations during the actual Calendar Month of loading (i.e. the Calendar Month in which the Bill of Lading date occurs); plus
(ii)
A differential to Dated Brent to be established pursuant to the terms of the JOA, which will incorporate a formula that allows for adjustment of the differential to take account of differences in quality/yield, quantity, transportation costs, delivery time, payment and other contract terms between Namibian Crude Oil and other major competitive crude oils of generally similar quality that are to be agreed upon between the Company and the Minister.”
4.14.
By inserting the words “ acts of the Government, ” between the words “ God, ” and “ unavoidable ” in the second line, and the word “ reasonable ” between the words “ the ” and “ control ” in the fifth line of clause 27 .3.
4.15.
By deleting the words “ the British Institute of Petroleum ” in clause 29.6 and replacing them with “ the Energy Institute ”.
4.16.
By deleting clause 33 and replacing it as follows:
The Parties agree that the commercial terms and conditions of this Agreement are based on the existing legislation, including, but not limited to, those related to the fiscal terms in accordance with the provisions of the Taxation Act and the fiscal terms as contained in clauses 13 and 14 of this Agreement as of the Effective Date. If such

4
    


legislation, regulation, proclamation, including those providing for the fiscal terms are changed, and such change or adjudication in view of the Companies has a materially adverse effect on the economic benefits accruing to the Companies hereunder, the parties agree to review the terms and conditions of this Agreement and as soon as practicable amend the Agreement or take such other action as is appropriate or necessary so as to restore the overall economic benefit to the Companies.
4.17.
By deleting the address stated under clause 35.1(c)(i) and replacing it with the following:
Carel van Bylandtlaan 30, The Hague 2596 HR Netherlands ”.
4.18.
By deleting the address stated under clause 35.3(b) and replacing it with the following:
Carel van Bylandtlaan 30, The Hague 2596 HR Netherlands ”.
4.19.
By deleting the two numbers “ 35.4 ” in clause 36.3 and replacing them with the numbers “ 36.4 ”.
4.20.
By deleting the description of the licence area in Annexure 1 and replacing it as follows:
Coordinate Reference System name:
WGS84
Geodetic datum name:
World Geodetic System 1984
Ellipsoid name:
WGS 84
Ellipsoid semi major axis (a):
6378137 m
Ellipsoid inverse flattening (1/f):
298.2572236


Point
Longitude
Latitude
Line from – to
Line type
A
13 o  30' 00.0" E
29 o  00' 00.0" S
 
 
 
 
 
A –   B
Parallel
B
14 o  00' 00.0" E
29 o  00' 00.0" S
 
 
 
 
 
B –   C
Meridian
C
14 o  00' 00.0" E
29 o  30' 00.0" S
 
 
 
 
 
C –   D
Parallel
D
15 o  00' 00.0" E
29 o  30' 00.0" S
 
 
 
 
 
D –   E
Meridian
E
15 o  00' 00.0" E
Intersection of line going South from D (having constant longitude) with international boundary between Namibia and South Africa
 
 
 
 
 
E –   F
International boundary between Namibia and South Africa
F
13 o  30' 00.0" E
Intersection of line going South from A (having constant longitude) with international boundary between Namibia and South Africa
 
 
 
 
 
F –   A
Meridian
A
13 o  30' 00.0" E
29 o  00' 00.0" S
 
 

5
    



4.21.
By deleting the map in Annexure 2 and replacing it as follows:
PSCAMENDMENT1IMAGE.JPG

4.22.
By deleting the words “ Alpha Petro (pty) Ltd. (hereinafter referred to as “the Company” ” in clause 1 of Annexure 4 and replacing them with the reference “ Companies ”.
4.23.
By deleting clause 15.2 of Annexure 4 and replacing it as follows:
“15.2
The preliminary end of year statement for each Calendar Year shall be submitted to the Minister within 14 days of the end of such Calendar Year. The final end-of-year statements shall be submitted within 60 days of the end of each Year.”
4.24.
By deleting the number “ 11.15 ” in clause 1 of Annexure 7 and replacing it with the reference “ 11.16(b)(viii) ”.


6
    


Dated Windhoek this   20   day of February 2015.
/s/ Isak Katali
THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA
THE MINISTER OF MINES AND ENERGY
Dated Windhoek this   19 th    day of February 2015.
/s/ Dennis Zekveld
SHELL NAMIBIA UPSTREAM B.V.
NAME:
Dated Windhoek this   19 th    day of February 2015.
/s/ Mbuipaha Kandjoze
NATIONAL PETROLEUM CORPORATION OF NAMIBIA
NAME:


7
    
Exhibit 10.44

ADDENDUM II TO PETROLEUM AGREEMENT
entered into between
THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA
(the “ Government ”)
and
SHELL NAMIBIA UPSTREAM B.V.
( Shell )
and
NATIONAL PETROLEUM CORPORATION OF NAMIBIA
( Namcor )
RECORDAL
Whereas the Government, Signet Petroleum Limited (“ Signet ”), Cricket Investments (Proprietary) Limited (“ Cricket ”) and Namcor had, on 17th June 2011, entered into a petroleum agreement (the “ Agreement ”) in respect of petroleum exploration licence PEL 0039, pertaining to Offshore Blocks 2913A and 29148 – Orange Basin;
Whereas Shell Namibia Upstream B.V. (previously known as Shell Exploration and Production (LXVIII) B.V.) (hereinafter referred to as “ Shell ”) on 19 December 2013 took transfer of and assumed all the interests, rights and obligations of Signet and Cricket in petroleum exploration licence PEL 0039 and the Agreement;
Whereas the Government re-issued PEL0039 on the 7th February 2014 to reflect Shell and Namcor respectively as 90% (ninety percent) and 10% (ten percent) holders of the interests in PEL0039 and the Agreement;
Whereas the Government, Shell and Namcor, on 17th February 2015, entered into an Addendum to Petroleum Agreement (the “ Addendum I ”) in respect of factual position as regards the parties and other matters;
Whereas the current parties wish to amend the Agreement to reflect the mutual agreements and obligations set out below and to be performed regarding the First Renewal Exploration Period and other matters.
Now therefore, the Government, Shell and Namcor agree as follows:
AGREEMENT

1
    


Interpretation
1.
All other capitalised terms used herein shall have the meaning ascribed to them in the Agreement, unless they are otherwise defined in this Addendum.
Amendment
2.
The Agreement is amended as follows:
2.1.
By deleting clause 4.1 (b) and replacing it as follows:
“(b) First Renewal Exploration Period
(i) Minimum exploration work
(A)
Continuation of PEL39 dilution workstream on a reasonable efforts basis and technical work to further evaluate the subsurface potential and mature additional prospectivity;
(B)
Conduct an environmental impact assessment for drilling of a deep-water exploration well; and
(C)
Maintain Shell Namibia Upstream B. V. in-country presence with continued participation in the oil and gas industry through the Namibian Petroleum Operators Association and, subject to Shell’s internal processes and mandatory procedures, continuation of social investment programmes
(ii) Minimum exploration expenditure US$ 2,000,000 (two million United States Dollars). The Parties acknowledge and agree that this amount represents the minimum amount to be spent in completing the minimum exploration work stated in clause 4.1 (b)(i) above and it excludes the cost of residential and office accommodation, annual charges payable under clause 13.1(b) and the annual sum to be spent pursuant to clause 22.3.”
2.2.
By deleting clause 14.2 and replacing it as follows:
“14.2
The rate at which additional profits tax shall be levied on the Company under section 21 (b)(ii) of the Taxation Act in relation to the second accumulated net cash position shall be 3 (three) per cent.”
2.3.
By deleting clause 14.3 and replacing it as follows:
“14.3
The rate at which additional profits tax shall be levied on the Company under section 21 (c)(ii) of the Taxation Act in relation to the third accumulated net cash position shall be 4 (four) per cent.
2.4.
By inserting a new clause 22. 7 to read as follows:

2
    


“22.7 Subject to Shell’s internal processes and mandatory procedures, the Company shall, within the First Renewal Exploration Period, organise and pay for reasonable legitimate costs within the Netherlands of one oil and gas knowledge sharing visit for up to three NAMCOR and three Government employees to the Shell Head office and Technology Centre in the Netherlands, and provide for four oil and gas focused capacity enhancement training programmes in Namibia, covering the following topics:
Health, safety, security, environment and sustainable development for oil & gas
Petroleum project management
Orange Basin subsurface analysis
Field development planning
Specialist subsurface training
Dated Windhoek this   19   day of April 2016
/s/ Obeth Mbuipaha Kandjoze
THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA
THE MINISTER OF MINES AND ENERGY
Dated Windhoek this   11 TH    day of April 2016
/s/ Dennis Zekveld
SHELL NAMIBIA UPSTREAM B.V.
NAME: Dennis Zekveld
Dated Windhoek this   11 TH    day of April 2016

3
    


/s/ Immanuel Mulunga
NATIONAL PETROLEUM CORPORATION OF NAMIBIA
NAME: Immanuel Mulunga


4
    

Exhibit 21.1
List of Subsidiaries
Subsidiary
Jurisdiction of Incorporation
Kosmos Energy Ltd.
Delaware
Kosmos Energy Delaware Holdings, LLC
Delaware
Kosmos Energy Holdings
Cayman Islands
Kosmos Energy LLC
Texas
Kosmos Energy Operating
Cayman Islands
Kosmos Energy Ventures
Cayman Islands
Kosmos Energy South Atlantic
Cayman Islands
Kosmos Energy Latin America
Cayman Islands
Kosmos Energy Brasil Oleo e Gas Ltda.
Brazil
Kosmos Energy Deepwater Morocco
Cayman Islands
Kosmos Energy Cameroon HC
Cayman Islands
Kosmos Energy Offshore Morocco HC
Cayman Islands
Kosmos Energy Finance International
Cayman Islands
Kosmos Energy Finance
Cayman Islands
Kosmos Energy International
Cayman Islands
Kosmos Energy Development
Cayman Islands
Kosmos Energy Ghana HC
Cayman Islands
Kosmos Energy Suriname
Cayman Islands
Kosmos Energy Ireland
Cayman Islands
Kosmos Energy Mauritania
Cayman Islands
Kosmos Energy Sierra Leone
Cayman Islands
Kosmos Energy Equatorial Guinea
Cayman Islands
Kosmos Energy Credit International
Cayman Islands
FATE Energy Services
Cayman Islands
Kosmos Energy Operating Service SARL
Morocco
Kosmos Energy Liberia
Cayman Islands
Kosmos Energy Portugal
Cayman Islands
Kosmos Energy Senegal
Cayman Islands
Kosmos Energy Global Supply
Cayman Islands
Kosmos Energy Sao Tome and Principe
Cayman Islands
Kosmos Energy Maroc Mer Profonde
Cayman Islands
Kosmos Energy Congo
Cayman Islands
Kosmos Energy Cote d’Ivoire
Cayman Islands
Kosmos Energy Namibia
Cayman Islands
Kosmos Energy GOM Holdings, LLC
United States of America
Kosmos Energy Gulf of Mexico, LLC
United States of America
Kosmos Energy Gulf of Mexico Management, LLC
United States of America
Kosmos Energy Gulf of Mexico Operations, LLC
United States of America
Houston Energy Deepwater Ventures
United States of America
Kosmos Energy Investments Senegal Limited
United Kingdom
Kosmos-Trident International Petroleum, Inc.
Cayman Islands



Kosmos-Trident Equatorial Guinea, Inc.
Cayman Islands
Kosmos International Petroleum, Inc.
Cayman Islands
Kosmos Equatorial Guinea, Inc.
Cayman Islands
Kosmos Energy South Africa Limited
United Kingdom
Kosmos Energy Ghana Keta
Cayman Islands
Kosmos Energy Ghana UK Limited
United Kingdom

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Form S‑8, No. 333‑174234, Form S-8, No. 333-207259 and Form S-8, No. 333-228397) pertaining to the Kosmos Energy Ltd. Long Term Incentive Plan and the Registration Statement (Form S‑3 No. 333‑205144) of Kosmos Energy Ltd. and in the related Prospectus of our reports dated February 28, 2019 , with respect to the consolidated financial statements and schedules and the effectiveness of internal control over financial reporting of Kosmos Energy Ltd., included in this Annual Report (Form 10‑K) for the year ended December 31, 2018 .
 
 
 
/s/ Ernst & Young LLP
 
Dallas, Texas
February 28, 2019



RS_LOGOA01.JPG


    

EXHIBIT 23.2



February 22, 2019



Mr. Eric Haas
Kosmos Energy, LLC
8176 Park Lane, Suite 500
Dallas, Texas 75231

We hereby consent to (1) the reference of our firm and to the use of our reports of the Greater Jubilee, TEN, Ceiba, Okume, and Gulf of Mexico Project Area effective December 31, 2018 and dated January 22, 2019, in the Kosmos Energy Ltd. Annual Report on Form 10‑K for the year ended December 31, 2018, to be filed with the U.S. Securities Exchange Commission on or about February 25, 2019; and (2) the incorporation by reference of our reports of the Greater Jubilee, TEN, Ceiba, Okume, and Gulf of Mexico Project Area effective December 31, 2018 and dated January 22, 2019 in the Kosmos Energy Ltd. Registration Statements (Form S‑8, No. 333‑174234, Form S-8, No. 333-207259 and Form S-8, No. 333-228397) and Registration Statement (Form S‑3, No. 333‑227084) and in any related prospectus, including any reference to our firm under the heading “Experts” in such prospectus.


/s/ Ryder Scott Company, L.P.


RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580



SUITE 600, 1015 4TH STREET, S.W.    CALGARY, ALBERTA T2R 1J4    TEL (403) 262-2799    FAX (403) 262-2790
621 17TH STREET, SUITE 1550    DENVER, COLORADO 80293-1501    TEL (303) 623-9147    FAX (303) 623-4258


Exhibit 31.1
Certification of Chief Executive Officer
I, Andrew G. Inglis, certify that:
1.
I have reviewed this annual report on Form 10‑K of Kosmos Energy Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 28, 2019
/s/ Andrew G. Inglis
 
Andrew G. Inglis
Chairman of the Board of Directors and
Chief Executive Officer (Principal Executive Officer)





Exhibit 31.2
Certification of Chief Financial Officer
I, Thomas P. Chambers, certify that:
1.
I have reviewed this annual report on Form 10‑K of Kosmos Energy Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 28, 2019
/s/ Thomas P. Chambers
 
 
Thomas P. Chambers
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)




Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes‑Oxley Act of 2002
In connection with the accompanying annual report of Kosmos Energy Ltd. (the “Company”) on Form 10‑K for the period ended December 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew G. Inglis, Chairman of the Board of Directors and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that to my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 28, 2019
/s/ Andrew G. Inglis
 
 
Andrew G. Inglis
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes‑Oxley Act of 2002
In connection with the annual report of Kosmos Energy Ltd. (the “Company”) on Form 10‑K for the period ended December 31, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas P. Chambers, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that to my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 28, 2019
/s/ Thomas P. Chambers
 
 
Thomas P. Chambers
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 1



Exhibit 99.1






KOSMOS ENERGY LIMITED





Estimated

Future Reserves and Income

Attributable to Certain Interests


Proved Reserves




SEC Parameters




As of

December 31, 2018




\s\ Tosin Famurewa
Tosin Famurewa, P.E., S.P.E.C.
TBPE License No. 100569
Managing Senior Vice President
[SEAL]


\s\ Christine E. Neylon
 
\s\ Victor Abu
Christine E. Neylon, P.E.
 
Victor Abu, P.E.
TBPE License No. 122128
 
TBPE License No. 132717
Vice President
 
Senior Petroleum Engineer
[SEAL]                                             [SEAL]
RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 2








TABLE OF CONTENTS






DISCUSSION

PETROLEUM RESERVES DEFINITIONS

ECONOMIC PROJECTIONS








TBPE REGISTERED ENGINEERING FIRM F-1580        FAX (713) 651-0849
1100 LOUISIANA SUITE 4600    HOUSTON, TEXAS 77002-5294    TELEPHONE (713) 651-9191



January 22, 2019



Kosmos Energy Limited
8176 Park Lane, Suite 500
Dallas, Texas 75231


Ladies and Gentlemen:

At your request, Ryder Scott Company, L.P. (Ryder Scott) has prepared an estimate of the proved reserves, future production, and income attributable to certain interests of Kosmos Energy Limited (Kosmos) as of December 31, 2018. The subject properties are located in Ghana, offshore West Africa, in the West Cape Three Points (WCTP) and Deep Water Tano (DWT) blocks, hereafter referred to as the “Greater Jubilee and TEN Project Areas,” Equatorial Guinea, offshore Central Africa, in the G and F blocks, hereafter referred to as the “Ceiba and Okume Project Areas” and United States of America, federal waters offshore Louisiana and Texas, hereafter referred to as the “Gulf of Mexico Project Area.” The reserves and income data were estimated based on the definitions and disclosure guidelines of the United States Securities and Exchange Commission (SEC) contained in Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations). Our third party study, completed on January 15, 2019 and presented herein, was prepared for public disclosure by Kosmos in filings made with the SEC in accordance with the disclosure requirements set forth in the SEC regulations.

The properties evaluated by Ryder Scott in this report represent 100 percent of the total net proved liquid hydrocarbon reserves and 100 percent of the total net proved gas reserves of Kosmos as of December 31, 2018.

The estimated reserves and future net income amounts presented in this report, as of December 31, 2018, are related to hydrocarbon prices. The hydrocarbon prices used in the preparation of this report are based on the average prices during the 12-month period prior to the “as of date” of this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements, as required by the SEC regulations. Actual future prices may vary considerably from the prices required by SEC regulations. The recoverable reserves volumes and the income attributable thereto have a direct relationship to the hydrocarbon prices actually received; therefore, volumes of reserves actually recovered and the amounts of income actually received may differ significantly from the estimated quantities presented in this report. The results of this study are summarized as follows.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 1




SEC PARAMETERS
 
Estimated Net Reserves and Income Data
 
Attributable to Certain Interests of
 
Kosmos Energy Limited
 
As of December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Proved
 
 
Developed
 
 
 
 
 
 
Producing*
 
Non-Producing
 
Undeveloped
 
Total
Gulf of Mexico Project Area
 
 
 
 
 
 
 
 
Net Reserves
 
 
 
 
 
 
 
 
Oil/Condensate – Mbbl
 
24,310

 
6,224

 
10,219

 
40,753
 
Plant Products – Mbbl
 
1,843

 
709

 
1,514

 
4,066
 
Sales Gas – MMcf
 
17,916

 
6,670

 
13,301

 
37,887
 
Fuel Gas – MMcf
 
0

 
0

 
0

 
0
 
 
 
 
 
 
 
 
 
 
Income Data ($M)
 
 
 
 
 
 
 
 
Future Gross Revenue
 

$1,730,895

 

$456,158

 

$763,594

 
$
2,950,647
 
Deductions
 
358,355

 
114,403

 
332,728

 
805,486
 
Future Net Income (FNI)
 

$1,372,540

 

$341,755

 

$430,866

 
$
2,145,161
 
 
 
 
 
 
 
 
 
 
Discounted FNI @ 10%
 

$1,150,208

 

$228,111

 

$292,879

 
$
1,671,198
 
 
 
 
 
 
 
 
 
 
Greater Jubilee and TEN Project Areas
 
 
 
 
 
 
Net Reserves
 
 
 
 
 
 
 
 
Oil/Condensate – Mbbl
 
48,376

 
0

 
33,489

 
81,865
 
Plant Products – Mbbl
 
0

 
0

 
0

 
0
 
Sales Gas – MMcf
 
13,406

 
0

 
14,312

 
27,718
 
Fuel Gas – MMcf
 
19,137

 
0

 
0

 
19,137
 
 
 
 
 
 
 
 
 
 
Income Data ($M)
 
 
 
 
 
 
 
 
Future Gross Revenue
 

$3,468,032

 

$0

 

$2,404,126

 
$
5,872,158
 
Deductions
 
1,194,874

 
0

 
1,344,630

 
2,539,504
 
Future Net Income (FNI)
 

$2,273,158

 

$0

 

$1,059,496

 
$
3,332,654
 
 
 
 
 
 
 
 
 
 
Discounted FNI @ 10%
 

$1,655,007

 

$0

 
$
593,315

 
$
2,248,322
 
 
 
 
 
 
 
 
 
 

SUITE 800, 350 7TH AVENUE, S.W.    CALGARY, ALBERTA T2P 3N9    TEL (403) 262-2799    FAX (403) 262-2790
621 17TH STREET, SUITE 1550    DENVER, COLORADO 80293-1501    TEL (303) 623-9147    FAX (303) 623-4258

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 2




 
 
Proved
 
 
Developed
 
 
 
 
 
 
Producing*
 
Non-Producing
 
Undeveloped
 
Total
Ceiba and Okume Project Areas
 
 
 
 
 
 
 
 
Net Reserves
 
 
 
 
 
 
 
 
Oil/Condensate – Mbbl
 
20,922

 
2,427

 
879

 
24,228

Plant Products – Mbbl
 
0

 
0

 
0

 
0

Sales Gas – MMcf
 
0

 
0

 
0

 
0

Fuel Gas – MMcf
 
13,981

 
0

 
0

 
13,981

 
 
 
 
 
 
 
 
 
Income Data ($M)
 
 
 
 
 
 
 
 
Future Gross Revenue
 

$1,478,925

 

$171,591

 

$62,130

 

$1,712,646

Deductions
 
824,634

 
83,355

 
47,748

 
955,737

Future Net Income (FNI)
 
$
654,291

 
$
88,236

 

$14,382

 
$
756,909

 
 
 
 
 
 
 
 
 
Discounted FNI @ 10%
 
$
603,217

 
$
72,281

 

$12,984

 
$
688,482

 
 
 
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
Net Reserves
 
 
 
 
 
 
 
 
Oil/Condensate – Mbbl
 
93,608

 
8,651

 
44,587

 
146,846

Plant Products – Mbbl
 
1,843

 
709

 
1,514

 
4,066

Sales Gas – MMcf
 
31,322

 
6,670

 
27,613

 
65,605

Fuel Gas – MMcf
 
33,118

 

                      0
 
                   
  0

 
33,118

 
 
 
 
 
 
 
 
 
Income Data ($M)
 
 
 
 
 
 
 
 
Future Gross Revenue
 

$6,677,852

 

$627,749

 

$3,229,850

 

$10,535,451

Deductions
 
2,377,863

 
197,758

 
1,725,106

 
4,300,727

Future Net Income (FNI)
 

$4,299,989

 

$429,991

 

$1,504,744

 
$
6,234,724

 
 
 
 
 
 
 
 
 
Discounted FNI @ 10%
 

$3,408,432

 

$300,392

 
$
899,178

 
$
4,608,002


*Proved depleted summary consisting of certain P&A liability costs included with proved developed producing summary


Liquid hydrocarbons are expressed in standard 42 U.S. gallon barrels and shown herein as thousands of barrels (Mbbl). Fuel gas volumes are attributed to those volumes of gas that are consumed for fuel in field operations, while sales gas volumes are reported on an “as sold basis.” Kosmos elected not to report fuel gas for the Gulf of Mexico Project Area. All gas volumes are expressed in millions of cubic feet (MMcf) at the official temperature and pressure bases of the areas in which the gas reserves are located. In this report, the revenues, deductions, and income data are expressed as thousands of U.S. dollars ($M).

The estimates of the reserves, future production, and income attributable to properties in this report were prepared using the economic software package PHDWin Petroleum Economic Evaluation Software, a copyrighted program of TRC Consultants L.C. and economic models developed in Microsoft EXCEL. These programs were used at the request of Kosmos. Ryder Scott has found these programs to be generally acceptable, but notes that certain summaries and calculations may vary due to rounding and may not exactly match the sum of the properties being summarized. Furthermore, one line economic summaries may vary slightly from the more detailed cash flow projections of the same properties, also due to rounding. The rounding differences are not material.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 3




The deductions incorporate the normal direct costs of operating the wells, recompletion costs, development costs, and certain abandonment costs net of salvage. Deductions in the Greater Jubilee and TEN project areas include Additional Oil Entitlements (“AOE”). AOE is a contractual mechanism that prevents the contractor group from collecting “windfall profits” and is treated herein as a deduction to the future gross revenue; however, for the Greater Jubilee and TEN Project Areas our economic analysis indicates there are no AOE deductions for the proved reserves. The AOE calculation is determined at the block level and includes a rate of return calculation that is derived on an after corporate income tax basis based on interpretations of tax considerations made by Kosmos. In the Greater Jubilee and TEN Project Areas, abandonment costs (included in the “Development Costs” column of the cash flow projections) are triggered and escrowed several years before the economic limit is reached, and this may result in negative FNI values for certain years prior to abandonment.

Certain gas, oil and condensate processing and handling fees, including compression fees where applicable are included as “Other” and “Ad Valorem Taxes” deductions in the cash flows. The later are not true ad valorem taxes but represent Kosmos’ throughput fee to Talos for processing and handling of the production volumes from the Tornado field in the Gulf of Mexico Project Area. The separate tracking of this throughput fee in the “Ad Valorem Taxes” column of the cash flows was done at Kosmos’ request.

There are no production taxes associated with the Greater Jubilee, TEN, Ceiba, Okume and Gulf of Mexico Project Areas. The future net income is before the deductions of U.S. state and federal or foreign income taxes and general administrative overhead, and has not been adjusted for outstanding loans that may exist, nor does it include any adjustment for cash on hand or undistributed income.

Liquid hydrocarbon reserves account for approximately 99.1 percent and gas reserves account for the remaining 0.9 percent of the total future gross revenue from proved reserves.

The discounted future net income shown above was calculated using a discount rate of 10 percent per annum compounded annually. Future net income was discounted at four other discount rates which were also compounded annually. These results are shown in summary form as follows.


 
 
Discounted Future Net Income
 
 
As of December 31, 2018
Discount Rate
 
Total
 
Percent
 
Proved
 
 
 
 
 
5
 
$5,309,242
 
15
 
$4,063,980
 
20
 
$3,632,847
 
25
 
$3,284,653
 


The results shown above are presented for your information and should not be construed as our estimate of fair market value.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 4




Reserves Included in This Report

The proved reserves included herein conform to the definition as set forth in the Securities and Exchange Commission’s Regulations Part 210.4-10(a). An abridged version of the SEC reserves definitions from 210.4-10(a) entitled “PETROLEUM RESERVES DEFINITIONS” is included as an attachment to this report.

The various reserves status categories are defined under the attachment entitled “PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES” in this report. The proved developed non-producing reserves included herein consist of the shut-in and behind-pipe categories.

No attempt was made to quantify or otherwise account for any accumulated gas production imbalances that may exist.

Reserves are “estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.” All reserves estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made. The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data. The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved. Unproved reserves are less certain to be recovered than proved reserves, and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability. At Kosmos’ request, this report addresses only the proved reserves attributable to the properties evaluated herein.

Proved oil and gas reserves are “those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward.” The proved reserves included herein were estimated using deterministic methods. The SEC has defined reasonable certainty for proved reserves, when based on deterministic methods, as a “high degree of confidence that the quantities will be recovered.”

Proved reserves estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change. For proved reserves, the SEC states that “as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to the estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.” Moreover, estimates of proved reserves may be revised as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks. Therefore, the proved reserves included in this report are estimates only and should not be construed as being exact quantities, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.

The proved reserves reported herein are limited to the period prior to expiration of current contracts providing the legal rights to produce, or a revenue interest in such production unless evidence indicates that contract renewal is reasonably certain. Furthermore, the subject properties located in Ghana and Equatorial Guinea may be subjected to substantially varying contractual fiscal terms that affect the net revenue to Kosmos for the production of these volumes. The prices and economic return received for these net volumes can vary materially based on the terms of these contracts. Therefore, when applicable, Ryder Scott reviewed the fiscal terms of such contracts and discussed with Kosmos the net economic benefit attributed to such operations for the determination of the net hydrocarbon volumes and income thereof. Ryder Scott has not conducted an exhaustive audit or verification of such contractual information. Neither our review of such contractual information nor our acceptance of Kosmos representations regarding such contractual information should be construed as a legal opinion on this matter.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 5




Ryder Scott did not evaluate the country and geopolitical risks in the countries where Kosmos operates or has interests. Kosmos operations may be subject to various levels of governmental controls and regulations. These controls and regulations may include, but may not be limited to, matters relating to land tenure and leasing, the legal rights to produce hydrocarbons, drilling and production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time. Such changes in governmental regulations and policies may cause volumes of proved reserves actually recovered and amounts of proved income actually received to differ significantly from the estimated quantities.

The estimates of proved reserves presented herein were based upon a detailed study of the properties in which Kosmos owns an interest; however, we have not made any field examination of the properties. No consideration was given in this report to potential environmental liabilities that may exist nor were any costs included for potential liabilities to restore and clean up damages, if any, caused by past operating practices.


Estimates of Reserves

The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions set forth by the Securities and Exchange Commission’s Regulations Part 210.4-10(a). The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into three broad categories or methods: (1) performance-based methods; (2) volumetric-based methods; and (3) analogy. These methods may be used individually or in combination by the reserves evaluator in the process of estimating the quantities of reserves. Reserves evaluators must select the method or combination of methods which in their professional judgment is most appropriate given the nature and amount of reliable geoscience and engineering data available at the time of the estimate, the established or anticipated performance characteristics of the reservoir being evaluated, and the stage of development or producing maturity of the property.

In many cases, the analysis of the available geoscience and engineering data and the subsequent interpretation of this data may indicate a range of possible outcomes in an estimate, irrespective of the method selected by the evaluator. When a range in the quantity of reserves is identified, the evaluator must determine the uncertainty associated with the incremental quantities of the reserves. If the reserves quantities are estimated using the deterministic incremental approach, the uncertainty for each discrete incremental quantity of the reserves is addressed by the reserves category assigned by the evaluator. Therefore, it is the categorization of reserves quantities as proved, probable and/or possible that addresses the inherent uncertainty in the estimated quantities reported. For proved reserves, uncertainty is defined by the SEC as reasonable certainty wherein the “quantities actually recovered are much more likely than not to be achieved.” The SEC states that “probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.” The SEC states that “possible reserves are those additional reserves that are less certain to be recovered than probable reserves and the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves.” All quantities of reserves within the same reserves category must meet the SEC definitions as noted above.
Estimates of reserves quantities and their associated reserves categories may be revised in the future as additional geoscience or engineering data become available. Furthermore, estimates of reserves quantities and their associated reserves categories may also be revised due to other factors such as changes in economic conditions, results of future operations, effects of regulation by governmental agencies or geopolitical or economic risks as previously noted herein.


RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 6



The proved reserves for the properties included herein were estimated by performance methods, the volumetric method, analogy, or a combination of methods. Approximately 0.9 percent of the proved producing reserves attributable to producing wells and/or reservoirs were estimated by performance methods. The performance methods include, but may not be limited to, decline curve analysis, material balance and/or reservoir simulation which utilized extrapolations of historical production and pressure data available through December 15, 2018 in those cases where such data were considered to be definitive. The data utilized in this analysis were furnished to Ryder Scott by Kosmos and were considered sufficient for the purpose thereof. The remaining 99.1 percent of the proved producing reserves were estimated by the volumetric method, analogy, or a combination of methods. These methods were used where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the reserves estimates was considered to be inappropriate. However, available performance data were used to ensure the volumetric parameters in our estimates derived from the volumetric method were appropriate.

Approximately 2.2 percent of the proved developed non-producing reserves included herein were estimated by the performance method. The remaining 97.8 percent of the proved developed non-producing reserves and all of the proved undeveloped reserves for the properties included herein were estimated by a combination of the volumetric method, analogy and performance method. The volumetric analysis utilized pertinent well and seismic data furnished to Ryder Scott by Kosmos or obtained from public data sources that were available through December 15, 2018. The data utilized from the analogues as well as well and seismic data incorporated into our volumetric analysis were considered sufficient for the purpose thereof.

The field development plan was incorporated into a reservoir simulation model for the TEN Project Area to estimate recovery factors. These recovery factors, when compared with actual and predicted estimates from the offset Greater Jubilee Project Area are considered reasonable. The Greater Jubilee Project Area has historically been operated under a pressure maintenance plan by means of gas and water injection. The same type of pressure maintenance method is being implemented in the TEN Project Area.

To estimate economically recoverable proved oil and gas reserves and related future net cash flows, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates. Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined. While it may reasonably be anticipated that the future prices received for the sale of production and the operating costs and other costs relating to such production may increase or decrease from those under existing economic conditions, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation.

Kosmos has informed us that they have furnished us all of the material accounts, records, geological and engineering data, and reports and other data required for this investigation. In preparing our forecast of future proved production and income, we have relied upon data furnished by Kosmos with respect to property interests owned, contractual terms that govern future net income, production and well tests from examined wells, normal direct costs of operating the wells or leases and all the required facilities such as the FPSO, other costs such as transportation and/or processing fees, recompletion and development costs, development plans, abandonment costs after salvage, product prices based on the SEC regulations, adjustments or differentials to product prices, geological structural and isochore maps, well logs, core analyses, and pressure measurements. Ryder Scott reviewed such factual data for its reasonableness; however, we have not conducted an independent verification of the data furnished by Kosmos. We consider the factual data used in this report appropriate and sufficient for the purpose of preparing the estimates of reserves and future net revenues herein.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Kosmos Energy Limited – SEC Parameters
January 22, 2019
Page 7




In summary, we consider the assumptions, data, methods and analytical procedures used in this report appropriate for the purpose hereof, and we have used all such methods and procedures that we consider necessary and appropriate to prepare the estimates of reserves herein. The proved reserves included herein were determined in conformance with the United States Securities and Exchange Commission (SEC) Modernization of Oil and Gas Reporting; Final Rule, including all references to Regulation S-X and Regulation S-K, referred to herein collectively as the “SEC Regulations.” In our opinion, the proved reserves presented in this report comply with the definitions, guidelines and disclosure requirements as required by the SEC regulations.


Future Production Rates

For wells currently on production, our forecasts of future production rates are based on historical performance data. If a decline trend has been established, this trend was used as the basis for estimating future production rates.  If no production decline trend has been established, one of the following occurred:

future production rates were held constant, or adjusted for the effects of curtailment where appropriate, until a decline in ability to produce was anticipated. An estimated rate of decline was then applied until depletion of the reserves.

future production rates were projected based on a type well derived from analogy to surrounding historical well production. 

future production rates were based on a combination of historical performance data, volumetric analysis and a robust numerical simulation model. Future production rates were held constant, or adjusted for the effects of curtailment where appropriate, until a decline in ability to produce was anticipated. An estimated “simulation based decline rate” was then applied until depletion of the reserves.

Test data and other related information were used to estimate the anticipated initial production rates for those wells or locations that are not currently producing. For reserves not yet on production, sales were estimated to commence at an anticipated date furnished by Kosmos. Wells or locations that are not currently producing may start producing earlier or later than anticipated in our estimates due to unforeseen factors causing a change in the timing to initiate production. Such factors may include delays due to weather, the availability of rigs, the sequence of drilling, completing and/or recompleting wells and/or constraints set by regulatory bodies.

The future production rates from wells currently on production or wells or locations that are not currently producing may be more or less than estimated because of changes including, but not limited to, reservoir performance, operating conditions related to surface facilities, compression and artificial lift, pipeline capacity and/or operating conditions, producing market demand and/or allowables or other constraints set by regulatory bodies.


Hydrocarbon Prices

The hydrocarbon prices used herein are based on SEC price parameters using the average prices during the 12-month period prior to the “as of date” of this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements. For hydrocarbon products sold under contract, the contract prices, including fixed and determinable escalations, exclusive of inflation adjustments, were used until expiration of the contract.


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Kosmos furnished us with the above mentioned average prices in effect on December 31, 2018. These initial SEC hydrocarbon prices were determined using the 12-month average first-day-of-the-month benchmark prices appropriate to the geographic area where the hydrocarbons are sold. These benchmark prices are prior to the adjustments for differentials as described herein. The table below summarizes the “benchmark prices” and “price reference” used for the geographic area included in the report. In certain geographic areas, the price reference and benchmark prices may be defined by contractual arrangements.

The product prices which were actually used to determine the future gross revenue for each property reflect adjustments to the benchmark prices for gravity, quality, local conditions, gathering and transportation fees and/or distance from market, NGL processing fees, referred to herein as “differentials.” The differentials used in the preparation of this report were furnished to us by Kosmos. The differentials furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by Kosmos to determine these differentials.

In addition, the table below summarizes the net volume weighted benchmark prices adjusted for differentials and referred to herein as the “average realized prices.” The average realized prices shown in the table below were determined from the total future gross revenue before production taxes and the total net reserves for the geographic area and presented in accordance with SEC disclosure requirements for each of the geographic areas included in the report.


Geographic Area
Product
Price
Reference
Average
Benchmark
Price
Average Realized
Price
West Africa
 
 
 
 
Greater Jubilee and TEN Project Areas
Oil
Brent
$71.54/BBL
$71.53/BBL
Gas
Contract
$0.60/MCF
$0.60/MCF
 
 
 
 
 
Central Africa
 
 
 
 
Ceiba and Okume Project Areas
Oil
Brent
$71.54/BBL
$70.69/BBL
 
 
 
 
 
North America
 
 
 
 
Gulf of Mexico Project Area
Oil/
Condensate
Heavy Louisiana Sweet
$70.20/BBL
$67.81/BBL
NGLs
Heavy Louisiana Sweet
$70.20/BBL
$25.83/BBL
Gas
Henry Hub
$3.10/MMBTU
$2.17/MCF
The effects of derivative instruments designated as price hedges of oil and gas quantities are not reflected in our individual property evaluations.


Costs

Operating costs for the contract areas and wells in this report were furnished by Kosmos and are based on their operating expense reports and include only those costs directly applicable to the contract areas or wells. The operating costs include a portion of general and administrative costs allocated directly to the contract areas and wells. For operated properties, the operating costs include an appropriate level of corporate general administrative and overhead costs. The operating costs for non-operated properties include the COPAS overhead costs that are allocated directly to the leases and wells under terms of operating agreements. Certain gas, oil and condensate processing and handling fees, including compression fees where applicable are included as “other” and “Ad Valorem Taxes” deductions in the cash flows. The later are not true ad valorem taxes but represent Kosmos’ throughput fee to Talos for processing and handling of the production volumes from the Tornado field. The separate tracking of this throughput fee in the “Ad Valorem Taxes” column of the cash flows was done at Kosmos’ request. The operating

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costs furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the operating cost data used by Kosmos. No deduction was made for loan repayments, interest expenses, or exploration and development prepayments that were not charged directly to the contract areas or wells.

Development costs were furnished to us by Kosmos and are based on authorizations for expenditure for the proposed work or actual costs for similar projects. The development costs furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of these costs. The estimated net cost of abandonment after salvage was included for properties where abandonment costs net of salvage were material. The estimates of the net abandonment costs furnished by Kosmos were accepted without independent verification. Kosmos advises that their contractual share of Mississippi Canyon 697/698/741/742 (Big Bend) field, in the Gulf of Mexico Project Area, Plug and Abandonment (P&A) liability is zero.

The proved developed non-producing and undeveloped reserves in this report have been incorporated herein in accordance with Kosmos’ plans to develop these reserves as of December 31, 2018. The implementation of Kosmos’ development plans as presented to us and incorporated herein is subject to the approval process adopted by Kosmos’ management. As the result of our inquiries during the course of preparing this report, Kosmos has informed us that the development activities included herein have been subjected to and received the internal approvals required by Kosmos management at the appropriate local, regional and/or corporate level. In addition to the internal approvals as noted, certain development activities may still be subject to specific partner AFE processes, Joint Operating Agreement (JOA) requirements or other administrative approvals external to Kosmos. Kosmos has provided written documentation supporting their commitment to proceed with the development activities as presented to us. Additionally, Kosmos has informed us that they are not aware of any legal, regulatory or political obstacles that would significantly alter their plans. While these plans could change or evolve from those under existing economic conditions as of December 31, 2018, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation.

Current costs used by Kosmos were held constant throughout the life of the properties. However, in some contract areas, anticipated changes to operations during the field life-ramp-down, specifically consolidation of activates, reduced well count and/or fluid handling, and other synergies, are projected to result in certain cost reductions.

Standards of Independence and Professional Qualification

Ryder Scott is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1937. Ryder Scott is employee-owned and maintains offices in Houston, Texas; Denver, Colorado; and Calgary, Alberta, Canada. We have approximately eighty engineers and geoscientists on our permanent staff. By virtue of the size of our firm and the large number of clients for which we provide services, no single client or job represents a material portion of our annual revenue. We do not serve as officers or directors of any privately-owned or publicly-traded oil and gas company and are separate and independent from the operating and investment decision-making process of our clients. This allows us to bring the highest level of independence and objectivity to each engagement for our services.

Ryder Scott actively participates in industry-related professional societies and organizes an annual public forum focused on the subject of reserves evaluations and SEC regulations. Many of our staff have authored or co-authored technical papers on the subject of reserves related topics. We encourage our staff to maintain and enhance their professional skills by actively participating in ongoing continuing education.

Prior to becoming an officer of the Company, Ryder Scott requires that staff engineers and geoscientists have received professional accreditation in the form of a registered or certified professional

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engineer’s license or a registered or certified professional geoscientist’s license, or the equivalent thereof, from an appropriate governmental authority or a recognized self-regulating professional organization. Regulating agencies require that, in order to maintain active status, a certain amount of continuing education hours be completed annually, including an hour of ethics training. Ryder Scott fully supports this technical and ethics training with our internal requirement mentioned above.

We are independent petroleum engineers with respect to Kosmos Energy Limited. Neither we nor any of our employees have any financial interest in the subject properties and neither the employment to do this work nor the compensation is contingent on our estimates of reserves for the properties which were reviewed.

The results of this study, presented herein, are based on technical analysis conducted by teams of geoscientists and engineers from Ryder Scott. The professional qualifications of the undersigned, the technical person primarily responsible for overseeing, reviewing and approving the evaluation of the reserves information discussed in this report, are included as an attachment to this letter.


Terms of Usage

The results of our third party study, presented in report form herein, were prepared in accordance with the disclosure requirements set forth in the SEC regulations and intended for public disclosure as an exhibit in filings made with the SEC by Kosmos.
 
Kosmos makes periodic filings on Form 10-K with the SEC under the 1934 Exchange Act. Furthermore, Kosmos has certain registration statements filed with the SEC under the 1933 Securities Act into which any subsequently filed Form 10-K is incorporated by reference. We have consented to the incorporation by reference in the registration statements on Forms S-3 and S-8 of Kosmos Energy Limited of the references to our name as well as to the references to our third party report for Kosmos Energy Limited, which appears in the December 31, 2018 annual report on Form 10-K of Kosmos Energy Limited. Our written consent for such use is included as a separate exhibit to the filings made with the SEC by Kosmos Energy Limited.
We have provided Kosmos with a digital version of the original signed copy of this report letter. In the event there are any differences between the digital version included in filings made by Kosmos and the original signed report letter, the original signed report letter shall control and supersede the digital version.

The data and work papers used in the preparation of this report are available for examination by authorized parties in our offices. Please contact us if we can be of further service.


Very truly yours,

RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580


\s\ Tosin Famurewa

Tosin Famurewa, P.E., S.P.E.C.
TBPE License No. 100569
Managing Senior Vice President     [SEAL]


\s\ Christine E. Neylon

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Christine E. Neylon, P.E.
TBPE License No. 122128
Vice President                 [SEAL]


\s\ Victor Abu

Victor Abu, P.E
TBPE License No. 132717
Senior Petroleum Engineer         [SEAL]

TF-CEN-VA (DCR)/pl




RYDER SCOTT COMPANY PETROLEUM CONSULTANTS











Professional Qualifications of Primary Technical Person

The conclusions presented in this report are the result of technical analysis conducted by teams of geoscientists and engineers from Ryder Scott Company, L.P. (Ryder Scott). Tosin Famurewa was the primary technical person responsible for overseeing the estimate of the reserves, future production and income prepared by Ryder Scott presented herein.

Mr. Famurewa, an employee of Ryder Scott since 2006, is a Managing Senior Vice President responsible for coordinating and supervising staff and consulting engineers of the company in ongoing reservoir evaluation studies worldwide. Before joining Ryder Scott, Mr. Famurewa served in a number of engineering positions with Chevron and Texaco. For more information regarding Mr. Famurewa’s geographic and job specific experience, please refer to Ryder Scott’s website at www.ryderscott.com/Experience/Employees.

Mr. Famurewa earned double Bachelor of Science degrees in Chemical Engineering and Material Science and Engineering from University of California at Berkeley in 2000 and a Master of Science degree in Petroleum Engineering from University of Southern California in 2007. He is a licensed Professional Engineer (P.E.) in the State of Texas and a SPE Certified Petroleum Engineer (S.P.E.C.). He is also a member of the Society of Petroleum Engineers (SPE) and the Society of Petroleum Evaluation Engineers (SPEE).

In addition to gaining experience and competency through prior work experience, the Texas Board of Professional Engineers requires a minimum of fifteen hours of continuing education annually, including at least one hour in the area of professional ethics, which Mr. Famurewa fulfills. As part of his 2018 continuing education hours, Mr. Famurewa attended and internally received 8 hours of formalized training as well as a day-long public forum, the 2018 RSC Reserves Conference relating to the definitions and disclosure guidelines contained in the United States Securities and Exchange Commission Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register. Mr. Famurewa is a regular speaker on reserve related topics at the annual Sub-Saharan Africa Oil and Gas Conference in Houston, TX.

Based on his educational background, professional training and more than 18 years of practical experience in the estimation and evaluation of petroleum reserves, Mr. Famurewa has attained the professional qualifications as a Reserves Estimator and Reserves Auditor as set forth in Article III of the “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers as of February 19, 2007.




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PETROLEUM RESERVES DEFINITIONS
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PETROLEUM RESERVES DEFINITIONS

As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)


PREAMBLE

On January 14, 2009, the United States Securities and Exchange Commission (SEC) published the “Modernization of Oil and Gas Reporting; Final Rule” in the Federal Register of National Archives and Records Administration (NARA). The “Modernization of Oil and Gas Reporting; Final Rule” includes revisions and additions to the definition section in Rule 4-10 of Regulation S-X, revisions and additions to the oil and gas reporting requirements in Regulation S-K, and amends and codifies Industry Guide 2 in Regulation S-K. The “Modernization of Oil and Gas Reporting; Final Rule”, including all references to Regulation S-X and Regulation S-K, shall be referred to herein collectively as the “SEC regulations”. The SEC regulations take effect for all filings made with the United States Securities and Exchange Commission as of December 31, 2009, or after January 1, 2010. Reference should be made to the full text under Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) for the complete definitions (direct passages excerpted in part or wholly from the aforementioned SEC document are denoted in italics herein).

Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. All reserve estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made. The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data. The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved. Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability. Under the SEC regulations as of December 31, 2009, or after January 1, 2010, a company may optionally disclose estimated quantities of probable or possible oil and gas reserves in documents publicly filed with the SEC. The SEC regulations continue to prohibit disclosure of estimates of oil and gas resources other than reserves and any estimated values of such resources in any document publicly filed with the SEC unless such information is required to be disclosed in the document by foreign or state law as noted in §229.1202 Instruction to Item 1202.

Reserves estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change.

Reserves may be attributed to either natural energy or improved recovery methods. Improved recovery methods include all methods for supplementing natural energy or altering natural forces in the reservoir to increase ultimate recovery. Examples of such methods are pressure maintenance, natural gas cycling, waterflooding, thermal methods, chemical flooding, and the use of miscible and immiscible displacement fluids. Other improved recovery methods may be developed in the future as petroleum technology continues to evolve.

Reserves may be attributed to either conventional or unconventional petroleum accumulations. Petroleum accumulations are considered as either conventional or unconventional based on the nature of their in-place characteristics, extraction method applied, or degree of processing prior to sale. Examples

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of unconventional petroleum accumulations include coalbed or coalseam methane (CBM/CSM), basin-centered gas, shale gas, gas hydrates, natural bitumen and oil shale deposits. These unconventional accumulations may require specialized extraction technology and/or significant processing prior to sale.

Reserves do not include quantities of petroleum being held in inventory.

Because of the differences in uncertainty, caution should be exercised when aggregating quantities of petroleum from different reserves categories.


RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(26) defines reserves as follows:

Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir ( i.e. , absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources ( i.e. , potentially recoverable resources from undiscovered accumulations).


PROVED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(22) defines proved oil and gas reserves as follows:

Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.


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(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.






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PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES
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PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES

As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)

and

2018 PETROLEUM RESOURCES MANAGEMENT SYSTEM (SPE-PRMS)
Sponsored and Approved by:
SOCIETY OF PETROLEUM ENGINEERS (SPE)
WORLD PETROLEUM COUNCIL (WPC)
AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS (AAPG)
SOCIETY OF PETROLEUM EVALUATION ENGINEERS (SPEE)
SOCIETY OF EXPLORATION GEOPHYSICISTS (SEG)
SOCIETY OF PETROPHYSICISTS AND WELL LOG ANALYSTS (SPWLA)
EUROPEAN ASSOCIATION OF GEOSCIENTISTS & ENGINEERS (EAGE)


Reserves status categories define the development and producing status of wells and reservoirs. Reference should be made to Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) and the SPE-PRMS as the following reserves status definitions are based on excerpts from the original documents (direct passages excerpted from the aforementioned SEC and SPE-PRMS documents are denoted in italics herein).


DEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(6) defines developed oil and gas reserves as follows:

Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Developed Producing (SPE-PRMS Definitions)

While not a requirement for disclosure under the SEC regulations, developed oil and gas reserves may be further sub-classified according to the guidance contained in the SPE-PRMS as Producing or Non-Producing.

Developed Producing Reserves
Developed Producing Reserves are expected quantities to be recovered from completion intervals that are open and producing at the effective date of the estimate.


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Improved recovery reserves are considered producing only after the improved recovery project is in operation.

Developed Non-Producing
Developed Non-Producing Reserves include shut-in and behind-pipe Reserves.

Shut-In
Shut-in Reserves are expected to be recovered from:
(1)
completion intervals that are open at the time of the estimate but which have not yet started producing;
(2)
wells which were shut-in for market conditions or pipeline connections; or
(3)
wells not capable of production for mechanical reasons.

Behind-Pipe
Behind-pipe Reserves are expected to be recovered from zones in existing wells that will require additional completion work or future re-completion before start of production with minor cost to access these reserves.

In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.


UNDEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(31) defines undeveloped oil and gas reserves as follows:

Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i)
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.



RYDER SCOTT COMPANY PETROLEUM CONSULTANTS