PART I. FINANCIAL INFORMATION Glossary and Select Abbreviations This section defines key industry terms and abbreviations, ensuring consistent understanding of specialized language throughout the report Item 1. Financial Statements This section presents Kosmos Energy Ltd.'s unaudited consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes explaining accounting policies, financial instruments, and segment performance for the periods ended June 30, 2025 Consolidated Balance Sheets Consolidated Balance Sheet Highlights (In thousands) | Metric | June 30, 2025 | December 31, 2024 | Change (2025 vs 2024) | | :----------------------------- | :------------ | :---------------- | :-------------------- | | Cash and cash equivalents | $51,694 | $84,972 | $(33,278) | | Total current assets | $363,380 | $446,132 | $(82,752) | | Total assets | $5,213,006 | $5,308,988 | $(95,982) | | Total current liabilities | $809,283 | $594,948 | $214,335 | | Total long-term liabilities | $3,385,939 | $3,513,616 | $(127,677) | | Total stockholders' equity | $1,017,784 | $1,200,424 | $(182,640) | Consolidated Statements of Operations Consolidated Statements of Operations Highlights (In thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Oil and gas revenue | $392,635 | $450,900 | $682,770 | $870,003 | | Total revenues and other income | $393,518 | $450,936 | $683,949 | $870,075 | | Oil and gas production | $243,118 | $150,733 | $410,426 | $244,351 | | Exploration expenses | $4,069 | $13,235 | $13,738 | $25,295 | | Depletion, depreciation and amortization | $151,268 | $90,094 | $271,935 | $191,022 | | Interest and other financing costs, net | $54,834 | $37,279 | $106,676 | $53,727 | | Derivatives, net | $(21,566) | $(2,852) | $(14,834) | $20,970 | | Net income (loss) | $(87,740) | $59,770 | $(198,346) | $151,456 | | Basic Net income (loss) per share | $(0.18) | $0.13 | $(0.42) | $0.32 | | Diluted Net income (loss) per share | $(0.18) | $0.12 | $(0.42) | $0.32 | Consolidated Statements of Stockholders' Equity Changes in Stockholders' Equity (In thousands) | Metric | Balance as of December 31, 2024 | Net Loss (Q1 2025) | Net Loss (Q2 2025) | Balance as of June 30, 2025 | | :-------------------------- | :------------------------------ | :----------------- | :----------------- | :---------------------------- | | Total Stockholders' Equity | $1,200,424 | $(110,606) | $(87,740) | $1,017,784 | | Equity-based compensation | | $8,362 | $7,345 | $15,707 (Total 6 months) | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, In thousands) | Metric | 2025 | 2024 | | :-------------------------------------------------- | :--------- | :--------- | | Net cash provided by operating activities | $126,280 | $496,220 | | Net cash used in investing activities | $(259,557) | $(555,568) | | Net cash provided by financing activities | $99,999 | $134,705 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(33,278) | $75,357 | Notes to Consolidated Financial Statements 1. Organization Kosmos Energy Ltd. is a Delaware-incorporated holding company operating as a deepwater exploration and production company, focusing on diversified oil and gas production and listed on the NYSE and LSE - Kosmos Energy is a leading deepwater exploration and production company with diversified oil and gas production from assets offshore Ghana, Equatorial Guinea, Mauritania, Senegal, and the Gulf of America3031 2. Accounting Policies This section outlines the company's interim financial statement preparation, reclassification practices, and specific accounting treatments for cash, inventories, and revenue recognition, including recently adopted and not yet adopted accounting standards - Facility lenders waived the requirement to maintain a restricted cash balance through 2025, by which time GTA revenue and expenses are expected to be realized35 Inventories Composition (In thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :---------------- | | Materials and supplies | $151,500 | $167,500 | | Hydrocarbons | $11,700 | $3,400 | - The company is currently assessing the impact of new accounting standards ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures), and ASU 2024-04 (Induced Conversions of Convertible Debt Instruments) on its financial statements, with no plans for early adoption434445 3. Receivables This note details the company's receivables, including joint interest billings and significant long-term receivables from national oil companies related to financing their share of the GTA Phase 1 project costs Long-term Receivables from GTA Phase 1 (In thousands) | Metric | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Principal balance | $355,500 | $280,100 | | Accrued interest | $68,100 | $56,600 | 4. Property and Equipment This section outlines the composition of property and equipment, net, including proved and unproved oil and gas properties, and reports the depletion expense for the current periods, with additions primarily related to GTA Phase 1 development and Ghana's Jubilee Field infill drilling Property and Equipment, Net (In thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | Oil and gas properties, net | $4,354,670 | $4,440,430 | | Other property, net | $3,142 | $3,791 | | Property and equipment, net | $4,357,812 | $4,444,221 | - Depletion expense for the six months ended June 30, 2025, was $253.1 million, an increase from $173.3 million in the prior year, primarily due to development costs for GTA Phase 1 and Jubilee Field infill drilling48 5. Suspended Well Costs This note details the company's capitalized exploratory well costs, including additions and an aging analysis, with significant costs related to the Yakaar, Teranga, and Tiberius discoveries currently undergoing development analysis Capitalized Exploratory Well Costs (In thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------------------------------------------------------------------ | :------------ | :---------------- | | Ending balance of capitalized exploratory well costs | $207,517 | $196,202 | | Exploratory well costs capitalized for a period of one to five years | $69,746 | $63,552 | | Exploratory well costs capitalized for a period of six to ten years | $137,771 | $132,650 | | Number of projects with exploratory well costs capitalized for a period greater than one year | 2 | 2 | - Projects with capitalized exploratory well costs for more than one year include the Yakaar and Teranga discoveries offshore Senegal, where a joint development concept design is being finalized, and the Tiberius discovery in the Gulf of America, where a phased development plan is under discussion505152 6. Debt This note provides a detailed breakdown of the company's outstanding debt, including the Facility, various Senior Notes, and Convertible Senior Notes, covering their principal balances, maturities, interest terms, and key covenants, such as the recently amended debt cover ratio for the Facility Outstanding Debt Principal Balances (In thousands) | Debt Instrument | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Facility | $1,000,000 | $900,000 | | 7.125% Senior Notes | $250,000 | $250,000 | | 7.750% Senior Notes | $350,000 | $350,000 | | 7.500% Senior Notes | $400,274 | $400,274 | | 8.750% Senior Notes | $500,000 | $500,000 | | 3.125% Convertible Senior Notes | $400,000 | $400,000 | | Total long-term debt | $2,900,274 | $2,800,274 | - The Facility's borrowing base was approved at $1.35 billion in March 2025, with $350.0 million undrawn availability as of June 30, 2025. The debt cover ratio covenant was amended in July 2025 to be less restrictive for September 2025 (4.0x) and March 2026 (4.25x), before returning to 3.50x5458 Interest and Other Financing Costs, Net (Six Months Ended June 30, In thousands) | Metric | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Interest and other financing costs, net | $106,676 | $53,727 | | Capitalized interest | $(8,510) | $(83,926) | - The decrease in capitalized interest is primarily due to the achievement of first gas production on the GTA Phase 1 project on December 31, 2024, after which interest is no longer capitalized for the project78 7. Derivative Financial Instruments This note details the company's use of oil and interest rate derivative contracts to manage market exposures, providing tables of outstanding contracts, weighted average prices, and the fair value of these instruments, and reports the gains or losses recognized from derivatives Outstanding Oil Derivative Contracts (June 30, 2025) | Term | Type of Contract | Index | MBbl | Weighted Average Price per Bbl (Floor/Swap/Ceiling) | | :---------- | :--------------- | :---------- | :----- | :-------------------------------------------------- | | Jul - Dec 2025 | Two-way collars | Dated Brent | 4,000 | Floor: $60.00, Ceiling: $74.94 | | Jul - Dec 2025 | Three-way collars | Dated Brent | 1,000 | Put: $55.00, Floor: $70.00, Ceiling: $85.00 | | Jan - Jun 2026 | Two-way collars | Dated Brent | 1,000 | Floor: $60.00, Ceiling: $74.75 | | Jan - Dec 2026 | Three-way collars | Dated Brent | 2,000 | Put: $50.00, Floor: $60.00, Ceiling: $75.51 | | Jan - Jun 2026 | Swaps | Dated Brent | 1,000 | Swap: $72.90, Ceiling: $80.00 | | Jan - Dec 2026 | Swaps | Dated Brent | 1,000 | Swap: $72.46, Ceiling: $80.00 | Derivative Instruments Fair Value (In thousands) | Type of Contract | June 30, 2025 (Asset/Liability) | December 31, 2024 (Asset/Liability) | | :------------------------------------ | :------------------------------ | :-------------------------------- | | Commodity derivatives (current) | $15,120 | $6,714 | | Provisional oil sales | $0 | $2,242 | | Interest rate derivatives (current) | $875 | $2,202 | | Commodity derivatives (long-term) | $3,673 | $512 | | Commodity derivatives (current liability) | $(5,770) | $0 | | Commodity derivatives (long-term liability) | $(626) | $0 | | Total derivatives not designated as hedging instruments | $13,272 | $11,670 | Gain/(Loss) from Derivatives (Six Months Ended June 30, In thousands) | Type of Contract | 2025 (Gain/(Loss)) | 2024 (Gain/(Loss)) | | :------------------------------------ | :----------------- | :----------------- | | Provisional oil sales | $(7,607) | $(136) | | Commodity | $14,834 | $(20,970) | | Interest rate | $656 | $0 | | Total derivatives not designated as hedging instruments | $7,883 | $(21,106) | 8. Fair Value Measurements This note describes the fair value hierarchy and presents the fair value measurements for the company's assets and liabilities, including commodity and interest rate derivatives, decommissioning trust fund investments, and debt, detailing the inputs and methodologies used for these valuations Fair Value Measurements (June 30, 2025, In thousands) | Asset/Liability | Level 2 Fair Value | | :------------------------ | :----------------- | | Commodity derivatives | $18,793 | | Interest rate derivatives | $875 | | Decommissioning trust fund: Debt securities | $23,190 | | Commodity derivatives (liabilities) | $(6,396) | - The decommissioning trust fund, established in April 2024 for Jubilee Field retirement costs, held $23.19 million in US Treasury debt securities as of June 30, 2025, with $11.5 million contributed during the six months ended June 30, 2025959698 Fair Value of Debt (June 30, 2025, In thousands) | Debt Instrument | Carrying Value | Fair Value | | :-------------------------- | :------------- | :--------- | | 7.125% Senior Notes | $249,580 | $241,655 | | 7.750% Senior Notes | $348,326 | $311,279 | | 7.500% Senior Notes | $398,042 | $329,446 | | 8.750% Senior Notes | $495,275 | $377,360 | | 3.125% Convertible Senior Notes | $392,343 | $275,208 | | Facility | $1,000,000 | $1,000,000 | 9. Equity-based Compensation This note details the equity-based compensation expense recognized from LTIP awards, including restricted stock units with service and market vesting criteria, and provides a breakdown of outstanding restricted stock units and the remaining unrecognized compensation Equity-based Compensation Expense (In thousands) | Period | 2025 | 2024 | | :------------------------------------ | :--------- | :--------- | | Three months ended June 30 | $7,300 | $10,500 | | Six months ended June 30 | $15,700 | $17,800 | Outstanding Restricted Stock Units (June 30, 2025, In thousands) | Type of Vesting | Units Outstanding | | :---------------------- | :---------------- | | Service Vesting | 5,442 | | Market / Service Vesting | 8,564 | - As of June 30, 2025, total equity-based compensation of $35.0 million is yet to be recognized over a weighted average period of 1.82 years107 10. Income Taxes This note discusses the company's effective income tax rates, income before taxes by geographic region, and the factors influencing these rates, also mentioning the recent signing of new U.S. tax legislation, 'OBBBA,' whose implications are currently being evaluated Effective Tax Rates | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Three months ended June 30 | (38)% | 56% | | Six months ended June 30 | (26)% | 45% | - New U.S. tax legislation, the 'One Big Beautiful Bill Act' (OBBBA), was signed in July 2025, and the company is currently evaluating its potential impact on financial statements, with no adjustments made for the six months ended June 30, 2025111144 11. Net Income (Loss) Per Share This note reconciles the basic and diluted net income (loss) per share, detailing the weighted average shares outstanding and the impact of potentially dilutive securities, such as restricted stock units and convertible senior notes Net Income (Loss) Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Basic Net income (loss) per share | $(0.42) | $0.32 | | Diluted Net income (loss) per share | $(0.42) | $0.32 | 12. Commitments and Contingencies This note outlines the company's various commitments and contingencies, including legal proceedings, a development well drilling commitment in Equatorial Guinea, carry advance agreements for the GTA Phase 1 project, contributions to the Jubilee Field decommissioning trust, and LNG delivery obligations - The company has a commitment to drill one development well in Equatorial Guinea117 - Kosmos' total share of carry advance agreements for the GTA Phase 1 project was $355.5 million as of June 30, 2025, an increase from $280.1 million at December 31, 2024118 - The estimated remaining commitment for the Jubilee Field decommissioning trust is $126.1 million (net to Kosmos), to be funded annually over approximately 11 years119 - The company has a commitment to deliver a minimum annual contract quantity of 127,951,000 MMBtu (approximately 2.45 million tonnes per annum) of LNG under the Tortue Phase 1 SPA122 13. Additional Financial Information This note provides further details on accrued liabilities, highlighting an increase in revenue payable due to the timing of a Jubilee lifting, and summarizes the changes in asset retirement obligations, including accretion expense Accrued Liabilities (In thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Exploration, development and production | $75,565 | $78,163 | | Revenue payable | $63,583 | $18,909 | | General and administrative expenses | $13,620 | $39,071 | | Interest | $54,786 | $47,228 | | Income taxes | $21,896 | $52,262 | | Total accrued liabilities | $240,585 | $244,954 | - The increase in revenue payable during the six months ended June 30, 2025, is primarily related to the timing of a Jubilee lifting and receipt of related proceeds123 Changes in Asset Retirement Obligations (In thousands) | Metric | June 30, 2025 | | :-------------------------------- | :------------ | | Beginning asset retirement obligations | $407,011 | | Liabilities settled during period | $(374) | | Revisions in estimated retirement obligations | $248 | | Accretion expense | $18,231 | | Ending asset retirement obligations | $425,116 | 14. Business Segment Information This note provides a detailed breakdown of financial performance by the company's four geographic segments: Ghana, Equatorial Guinea, Mauritania/Senegal, and the Gulf of America, including segment-specific revenues, production costs, exploration expenses, and capital expenditures for the three and six months ended June 30, 2025 and 2024 Segment Net Income (Loss) (Three Months Ended June 30, 2025, In thousands) | Segment | Net Income (Loss) | | :----------------- | :---------------- | | Ghana | $38,892 | | Equatorial Guinea | $2,318 | | Mauritania/Senegal | $(72,122) | | Gulf of America | $(7,897) | Segment Net Income (Loss) (Six Months Ended June 30, 2025, In thousands) | Segment | Net Income (Loss) | | :----------------- | :---------------- | | Ghana | $67,925 | | Equatorial Guinea | $(391) | | Mauritania/Senegal | $(134,290) | | Gulf of America | $(23,119) | Consolidated Capital Expenditures, Net (Six Months Ended June 30, In thousands) | Period | 2025 | 2024 | | :----- | :--------- | :--------- | | Total | $172,295 | $501,644 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Kosmos Energy's financial performance and condition, including recent operational developments across its key assets, a detailed analysis of financial results compared to prior periods, and an overview of liquidity, capital resources, and critical accounting policies Overview - Kosmos Energy is a leading deepwater exploration and production company focused on meeting global energy demand, with diversified oil and gas production and high-quality development opportunities134 Recent Developments - Ghana production averaged approximately 87,800 Boepd gross (29,100 Boepd net) in Q2 2025, impacted by a two-week scheduled shutdown of the Jubilee FPSO. The Jubilee and TEN licenses were extended to 2040135137 - Gulf of America production averaged approximately 19,600 Boepd net (~84% oil) in Q2 2025. Winterfell-3 was temporarily plugged and abandoned in Q1 2025 due to sand production, while Winterfell-4 is expected online in Q3 2025138139 - Equatorial Guinea production averaged approximately 22,000 Bopd gross (7,700 Bopd net) in Q2 2025, below expectations due to subsea multiphase flow pump mechanical failures at Ceiba140 - Mauritania and Senegal production averaged approximately 29,200 Boepd gross (7,100 Boepd net) in Q2 2025 as the GTA project ramped up. Key milestones include first gas (Dec 2024), first LNG (Feb 2025), first LNG cargo export (Apr 2025), and Gimi FLNG Commercial Operations Date (Q2 2025)141142 - The exploration phase for Block 5 offshore Sao Tome and Principe was extended by twelve months to May 2026143 - New U.S. tax legislation, the 'One Big Beautiful Bill Act' (OBBBA), was signed in July 2025, and the company is evaluating its potential implications144 Results of Operations Three months ended June 30, 2025 compared to three months ended June 30, 2024 For the three months ended June 30, 2025, the company saw decreased oil and gas revenue due to lower prices, while production costs significantly increased from GTA Phase 1 LNG ramp-up, with exploration expenses decreasing and depletion, depreciation, amortization, and net interest costs rising Key Financial Changes (Three Months Ended June 30, In thousands) | Metric | 2025 | 2024 | Change | | :------------------------------------ | :--------- | :--------- | :--------- | | Oil and gas revenue | $392,635 | $450,900 | $(58,265) | | Average total sales price per Boe | $58.93 | $75.73 | $(16.80) | | Oil and gas production costs | $243,118 | $150,733 | $92,385 | | Exploration expenses | $4,069 | $13,235 | $(9,166) | | Depletion, depreciation and amortization | $151,268 | $90,094 | $61,174 | | Interest and other financing costs, net | $54,834 | $37,279 | $17,555 | | Derivatives, net | $(21,566) | $(2,852) | $(18,714) | | Net income (loss) | $(87,740) | $59,770 | $(147,510) | Six months ended June 30, 2025 compared to six months ended June 30, 2024 For the six months ended June 30, 2025, the company reported significantly decreased oil and gas revenue from lower prices and reduced Ghana sales, with production costs rising substantially due to GTA Phase 1 LNG ramp-up, while exploration expenses decreased, and depletion, depreciation, amortization, and net interest costs increased Key Financial Changes (Six Months Ended June 30, In thousands) | Metric | 2025 | 2024 | Change | | :------------------------------------ | :--------- | :--------- | :--------- | | Oil and gas revenue | $682,770 | $870,003 | $(187,233) | | Average total sales price per Boe | $61.46 | $74.66 | $(13.20) | | Oil and gas production costs | $410,426 | $244,351 | $166,075 | | Exploration expenses | $13,738 | $25,295 | $(11,557) | | Depletion, depreciation and amortization | $271,935 | $191,022 | $80,913 | | Interest and other financing costs, net | $106,676 | $53,727 | $52,949 | | Derivatives, net | $(14,834) | $20,970 | $(35,804) | | Net income (loss) | $(198,346) | $151,456 | $(349,802) | Liquidity and Capital Resources Sources and Uses of Cash This section summarizes the company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024, highlighting a significant decrease in operating cash flow in 2025 due to lower commodity prices, reduced Ghana sales volumes, and increased production costs from the GTA Phase 1 project Sources and Uses of Cash (Six Months Ended June 30, In thousands) | Metric | 2025 | 2024 | | :-------------------------------------------------- | :--------- | :--------- | | Net cash provided by operating activities | $126,280 | $496,220 | | Net cash used in investing activities | $(259,557) | $(555,568) | | Net cash provided by financing activities | $99,999 | $134,705 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(33,278) | $75,357 | - The decrease in cash provided by operating activities in 2025 is primarily a result of lower average realized oil and gas prices, lower sales volumes in Ghana, and higher oil and gas production costs related to the ramp-up of LNG production at the GTA Phase 1 project169 Capital Expenditures and Investments This section outlines the company's estimated $350 million capital expenditure budget for 2025, allocated across maintenance activities, completion of the GTA Phase 1 development, and appraisal/development programs, and discusses various factors that could impact future capital needs and spending - The estimated capital expenditure budget for the year ending December 31, 2025, is approximately $350 million, excluding acquisitions or divestitures173 2025 Capital Program Breakdown: - Approximately $275 million for maintenance activities across Ghana, Equatorial Guinea, and Gulf of America assets, including infill development drilling and facilities integrity174 - Approximately $50 million for the completion of the first phase of the GTA development in Mauritania and Senegal175 - Approximately $25 million for progressing appraisal and development programs in the Gulf of America, Mauritania, and Senegal175 Significant Sources of Capital This section details the company's primary funding mechanisms, including the Facility and various Senior Notes, highlighting the Facility's borrowing base and recent amendment to the debt cover ratio, along with the outstanding balances, maturities, and ranking of its Senior Notes and Convertible Senior Notes - As of June 30, 2025, borrowings under the Facility totaled $1.0 billion, with an undrawn availability of $350.0 million. The borrowing base was approved at $1.35 billion in March 2025176177 - In July 2025, the debt cover ratio covenant for the Facility was amended to be less restrictive for September 2025 (4.0x) and March 2026 (4.25x), before returning to 3.50x, to align with business operations, lower oil prices, and GTA Phase 1 pre-production costs179 Senior Notes Outstanding (June 30, 2025, In millions) | Senior Note Series | Outstanding Balance | Maturity Date | | :-------------------------- | :------------------ | :------------ | | 7.125% Senior Notes | $250.0 | April 4, 2026 | | 7.750% Senior Notes | $350.0 | May 1, 2027 | | 7.500% Senior Notes | $400.3 | March 1, 2028 | | 8.750% Senior Notes | $500.0 | October 1, 2031 | - The 3.125% Convertible Senior Notes, with an outstanding balance of $400.0 million, mature on March 15, 2030. Capped call transactions were entered into to reduce potential dilution upon conversion183186 Contractual Obligations This section provides a summary of the company's estimated contractual obligations as of June 30, 2025, including principal debt repayments, interest and commitment fees, operating leases, purchase obligations, decommissioning trust fund contributions, and firm transportation commitments Estimated Contractual Obligations (June 30, 2025, In thousands) | Obligation Type | Total | 2025 (Jul-Dec) | 2026 | 2027 | 2028 | 2029 | Thereafter | | :------------------------------------ | :---------- | :------------- | :--------- | :--------- | :--------- | :--------- | :--------- | | Total principal debt repayments | $2,900,274 | $0 | $250,000 | $444,086 | $796,761 | $509,427 | $900,000 | | Interest & commitment fee payments on long-term debt | $836,940 | $122,775 | $211,459 | $185,271 | $136,866 | $86,819 | $93,750 | | Operating leases | $17,290 | $2,116 | $4,296 | $4,226 | $3,844 | $2,808 | $0 | | Purchase obligations | $18,654 | $18,654 | $0 | $0 | $0 | $0 | $0 | | Decommissioning Trust Funds | $126,058 | $0 | $11,460 | $11,460 | $11,460 | $11,460 | $80,218 | | Firm transportation commitments | $7,961 | $1,705 | $4,182 | $2,074 | $0 | $0 | $0 | Critical Accounting Policies Critical Accounting Policies: - Revenue recognition - Exploration and development costs - Receivables - Income taxes - Derivative instruments and hedging activities - Estimates of proved oil and gas reserves - Asset retirement obligations - Impairment of long-lived assets196 Cautionary Note Regarding Forward-looking Statements Key Risk Factors for Forward-looking Statements: - Impact of potential regional or global recession, inflationary pressures, and macroeconomic conditions - Impacts of geopolitical events (e.g., war in Ukraine, Middle East instability) on oil and gas prices and expenditures - Ability to find, acquire, develop, and produce from discoveries and prospects - Uncertainties in estimating oil and natural gas data - Termination of or intervention in concessions, rights, or authorizations by governments - Volatility of oil, natural gas, and LNG prices, and ability to implement hedges - Availability and cost of drilling rigs, production equipment, supplies, personnel, and oilfield services - Current and future government regulation of the oil and gas industry, monetary/foreign exchange sectors, or investment in certain countries - Changes in environmental, health and safety, climate change, or GHG laws and regulations - Geological, geophysical, and other technical and operational problems - Vulnerability to severe weather events and physical effects of climate change - Ability to meet obligations under debt agreements and obtain financing/refinancing - Amount of collateral required for hedging transactions, letters of credit, and performance bonds - Results of legal proceedings, arbitrations, or investigations197202 Item 3. Quantitative and Qualitative Disclosures about Market Risk This section provides quantitative and qualitative information about the company's exposure to market risks, specifically commodity price and interest rate fluctuations, detailing how these risks are managed through derivative financial instruments and presenting sensitivity analyses Commodity Price Risk - The company's revenues and financial performance are highly dependent on volatile crude oil prices, with Dated Brent prices ranging between $61.09 and $83.06 per Bbl in the first six months of 2025203 - To mitigate commodity price risk, the company uses oil derivative contracts, including swaps, collars, put options, and call options. As of June 30, 2025, open commodity derivative instruments were in a net asset position of $12.4 million204209 - A hypothetical 10% increase in oil price curves would decrease future pre-tax earnings by approximately $43.0 million, while a 10% decrease would increase pre-tax earnings by approximately $41.3 million209 Interest Rate Risk - Outstanding borrowings under the Facility, totaling $1.0 billion with a weighted average interest rate of 8.1% as of June 30, 2025, are subject to variable interest rates212 - A hypothetical 10% increase in the floating market rate would result in an estimated additional $4.2 million in interest expense per year, reduced to $1.1 million for the six months ending December 31, 2025, due to fixed interest rate swaps212 - As of June 30, 2025, the fair market value of interest rate swaps was a net asset of approximately $0.9 million, with a negligible impact from a 10% change in SOFR213 Item 4. Controls and Procedures The company's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the most recent fiscal quarter - The company's disclosure controls and procedures were effective as of June 30, 2025214 - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the most recent fiscal quarter215 PART II. OTHER INFORMATION Item 1. Legal Proceedings There have been no material changes to the information concerning legal proceedings since the company's annual report on Form 10-K - No material changes from the information concerning legal proceedings discussed in the annual report on Form 10-K216 Item 1A. Risk Factors There have been no material changes to the risk factors discussed in the company's annual report on Form 10-K for the year ended December 31, 2024 - No material changes from the risk factors discussed in the annual report on Form 10-K for the year ended December 31, 2024217 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities or use of proceeds during the period - No unregistered sales of equity securities and use of proceeds218 Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities during the period - No defaults upon senior securities219 Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the registrant220 Item 5. Other Information This section provides information on Rule 10b5-1 and Non-Rule 10b5-1 trading arrangements by officers and directors, noting that Sir John Grant adopted and terminated a Rule 10b5-1 plan for stock sales to cover tax liability from restricted share units - Sir John Grant, a director, adopted and terminated a Rule 10b5-1 trading plan in February 2025 for the sale of 27,923 shares to cover income tax liability from vested restricted share units222 - No officers or directors adopted or terminated any non-Rule 10b5-1 trading arrangements during the six months ended June 30, 2025223 Signatures This section contains the formal signatures certifying the quarterly report, signed by Neal D. Shah, Senior Vice President and Chief Financial Officer, on behalf of Kosmos Energy Ltd - The report was signed by Neal D. Shah, Senior Vice President and Chief Financial Officer, on August 4, 2025226 Item 6. Exhibits This section lists all exhibits filed as part of the quarterly report on Form 10-Q, including certifications required by the Sarbanes-Oxley Act and XBRL taxonomy documents Key Exhibits: - Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 - XBRL Instance Document, Taxonomy Extension Schema Document, Calculation Linkbase Document, Label Linkbase Document, Presentation Linkbase Document, and Definition Linkbase Document228
Kosmos Energy(KOS) - 2025 Q2 - Quarterly Report