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Item 8. Financial Statements and Supplementary Data

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number: 001-35167

Kosmos Energy Ltd.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:+1 441 295 5950

Securities registered pursuant to Section 12(b) of the Act:

          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 oý    No ýo

          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 o    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 o

          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 o

          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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 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 o    No ý

          The aggregate market value of the voting and non-voting common shares held by non-affiliates, based on the per-share closing price of the registrant's common shares as of the last business day of the registrant's most recently completed second fiscal quarter was $1,351,055,403.$778,343,016.

          The number of the registrant's Common Shares outstanding as of February 17, 201218, 2013 was 390,098,205.388,593,342.

DOCUMENTS INCORPORATED BY REFERENCE

          Part III, Items 10-14, is incorporated by reference from the Proxy Statement for the Annual Meeting of Shareholders to be held on May 11, 2012.June 3, 2013.

          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 Holdings and its subsidiaries prior to the completion of the corporate reorganization, which was completed in connection with our initial public offering ("IPO"), and Kosmos Energy Ltd. and its subsidiaries as of the completion of the corporate reorganization and thereafter. We have provided definitions for some of the industry terms used in this report in the "Glossary and Selected Abbreviations" beginning on page 2.

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KOSMOS ENERGY LTD.
GLOSSARY AND SELECTSELECTED ABBREVIATIONS

        The following are abbreviations and definitions of certain terms 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.

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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 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 by the governments of Ghana, Cameroon, Mauritania, Morocco or Suriname (or their respective national oil companies) or any other federal, state or local governments or authorities, to us;



•

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 and natural gas 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 risks and other operational and environmental hazards;



•

current and future government regulation of the oil and gas industry;



•

cost of compliance with laws and regulations;



•

changes in environmental, health and safety or climate change laws, greenhouse gas regulation or the implementation, or interpretation, of those laws and regulations;



•

environmental liabilities;



•

geological, technical, drilling, production and processing problems;



•

military operations, civil unrest, terrorist acts, wars or embargoes;

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•

the cost and availability of adequate insurance coverage;



•

our vulnerability to severe weather events;



•

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;



•

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

        We are ana leading independent oil and gas exploration and production company currently focused on frontier and emerging areas in Africa and South America. Our asset portfolio includes existing production and other major discoveries and exploration prospectsproject developments offshore Ghana, as well as exploration licenses with significant hydrocarbon potential offshore Mauritania, Morocco and Suriname and onshore Cameroon. Kosmos is listed on theThe New York Stock Exchange ("NYSE") and is traded under the ticker symbol "KOS."KOS.

        Following our formation in 2003, we acquired our initial portfolio ofmultiple exploration licenses and established a new, major oil province in West Africa with the discovery of the Jubilee Field within the Tano Basin offshore Ghana in 2007. This was the first of our discoveries offshore Ghana; it was one of the largest oil discoveries worldwide in 2007 and is considered one of the largest finds offshore West Africa during the last decade. Oil production from the Jubilee Field commenced onin November 28, 2010, and we generated revenues of $666.9 million during 2011 from oil sales from the Jubilee Field.2010.

        In the near-term, we are focused on maximizing production and cash flow from the Jubilee Field, development, and progressing the appraisal and development of our other discoveries in Ghana as well as the acquisition, exploration, appraisal and development of existing and new opportunities, including identifying, capturing and testing additional high-potential prospects to grow reserves and production.

Our Business Strategy

Grow proved reserves and production through exploration, appraisal and development

        We plan to continue to produce and further develop the Jubilee Field, while completing appraisal and development of our existing Ghana discoveries (Tweneboa, Tweneboa Deep, Enyenra, Ntomme and NtommeWawa in the Deepwater Tano Block offshore Ghana ("DT Block") and Mahogany, East, Teak Akasa and BandaAkasa in the West Cape Three Points Block offshore Ghana ("WCTP Block")). In the event of a declaration of commerciality andand/or approval of a plan of development, we intend to develop these discoveries to grow proved reserves and production. During 2012, we submitted a declaration of commerciality and PoD over the Tweneboa, Enyenra and Ntomme ("TEN") discoveries and are awaiting approval from the government of Ghana. We also plan to drill exploration prospects in our asset portfolio, with the intent to further grow proved reserves and production should discoveries be made.

Apply our technically-driven culture, which fosters innovation and creativity, to continue our successful exploration and development program

        We differentiate ourselves from other E&P companies through our approach to exploration and development. Our geoscientists, petroleum engineers and major projects personnel are pivotal to the success of our business strategy. We have created an environment that enables them to focus their knowledge, skills and experience on finding and developing oil fields. Culturally, we have an open, team-oriented work environment that fosters both creative and contrarian thinking. This approach allows us to fully consider and understand risk and reward and to deliberately and collectively pursue strategies that maximize value. We used this philosophy and approach to make discoveries in and produce from the Tano Basin offshore Ghana, a significant new petroleum system the industry previously did not consider either prospective or commercially viable.

Focus on rapidlyoptimally developing our discoveries to initial production

        We focus on maximizing returns through acceleratingthe development of fields designed to deliver early learnings and production. If a phased development strategy is deemed to be the optimal solution, we will seek to implement the approach early in the process. There are numerous benefits to pursuing a phased development to support our production growth plan. Importantly, a phased development strategy can provide for first oil production earlier than could

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oil production earlier than could otherwise be possible using traditional development techniques, which are disadvantaged by more time-consuming, costly and sequential appraisal and pre-development activities. In certain circumstances, we believe a phased approach can optimize full-field development through a better understanding of dynamic reservoir behavior and allows numerous activities to be performed in a parallel rather than a sequential manner. The initial phase of the Jubilee Field, for example, was brought on production at an earlier date by using a phased development approach, with further appraisal and pre-development activities performed in parallel and detailed engineering for the initial phase conducted simultaneously with the other project activities. In contrast, a traditional development approach consists of full appraisal, conceptual engineering, preliminary engineering, detail engineering, procurement and fabrication of facilities, development drilling and installation of facilities for the full-field development, all performed in sequence, before first production is achieved. This adds considerably more time to the development timeline. A phased approach provides dynamic reservoir performance information that allowsalso refines the full-field development to be optimized. This approach also maximizes net asset value by refining appraisal and 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 phase are monitored closely to determine the most efficient and effective techniques to maximize the recoverabilityrecovery of reserves in the most economic manner. Other benefits include minimizing upfront capital costs, reducing execution risks through smaller initial infrastructure requirements, and enabling cash flow from the initial phase of production to fund a portion of capital costs for subsequent phases.

        FirstFor example, first oil production from the Jubilee Field commenced onin November 28, 2010, and we received our first oil revenues in early 2011. This development timeline from discovery to first oil was significantly less than the industry average of seven to ten years and set a record for a deepwater development at this water depth in West Africa. This condensed timeline reflects the lessons learned by members of our experienced management while leading other large scale deepwater developments, such as Ceiba offshore Equatorial Guinea and Neptune and Mensa in the U.S. Gulf of Mexico.developments.

Identify, access and explore emerging regions and hydrocarbon plays

        Our management and exploration team has demonstrated an ability to identify regions and hydrocarbon plays that yield multiple large commercial discoveries. We will continue to utilize our systematic and proven geologically focused approach to emerging petroleum systems where geological data suggests hydrocarbon accumulations are likely to exist, but where commercial discoveries have yet to be made. We believe this approach reduces the exploratory risk in poorly understood, under-explored or otherwise overlooked hydrocarbon basins that offer significant oil potential. This was the case with respect to the Late Cretaceous stratigraphy of West Africa, the niche in which we chose to build our exploration portfolio between 2004 and 2006.initially focus. Many of our licenses share similar geologic characteristics focused on untested structural-stratigraphic traps. This exploration focus has proved successful, with the discovery of the Jubilee Field ushering in a new level of industry interest in Late Cretaceous petroleum systems across the Atlantic Margin, including play types that had previously been largely ignored.

        This approach and focus, coupled with a first-mover advantage, provide a competitive advantage in identifying and accessing new strategic growth opportunities. We expect to continue to seek new opportunities where oil has not been discovered or produced in meaningful quantities by leveraging the skills of our experienced technical team. This includes our existing areas of interest as well as selectively expanding into other regions.regions and play types.

        We may farm-in to new venture opportunities to undertake exploration in emerging basins, new plays and fairways to enhance and optimize our portfolio. Consistent with this strategy, we may also evaluate potential corporate and asset acquisition opportunities as a source of new ventures to replenishsupport and expand our asset portfolio.

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Kosmos Exploration Approach

        Kosmos' exploration philosophy is deeply rooted in a fundamental, geologically based approach geared toward the identification of misunderstood, under-explored or overlooked petroleum systems. This process begins with detailed geologic studies that methodically assess a particular region's subsurface, with particular consideration to those attributes that lead to working petroleum systems.

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The process includes basin modeling to predict oil charge and fluid migration, as well as stratigraphic and structural analysis to identify reservoir/seal pair development and trap definition. This analysis integrates data from previously drilled wells and seismic data available to Kosmos. Importantly, this approach also takes into account a detailed analysis of geologic timing to ensure that we have an appropriate understanding of whether the sequencing of geological events could support and preserve hydrocarbon accumulation. Once an area is high-graded based on this play/fairway analysis, geophysical analysis is conducted to identify prospective traps of interest.

        Alongside the subsurface analysis, Kosmos performs an analysis of country-specific risks to gain a comprehensive 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 iterative and comprehensive process is employed in both areas that have existing oil and natural gas production, as well as those regions that have yet to achieve commercial hydrocarbon production.

        Once an area of interest has been identified, Kosmos actively targets licenses over the particular basin or fairway in order 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 provide scale should the exploration concept prove successful. Additional objectives include long-term contract duration to enable the "right" exploration program to be executed, play type diversity to provide multiple exploration concept options, prospect dependency to enhance the chance of replicating success and sufficiently attractive fiscal terms to maximize the commercial viability of discovered hydrocarbons.

Operations by Geographic Area

        We operate in the oil and gas exploration and production industry and have operations in Africa and South America. Currently, all revenues are generated from our operations offshore Ghana. Oil produced from West Africa, including the Jubilee Field has generally priced in reference to Dated Brent crude. Brent crude is produced in the North Sea and is widely accepted by the oil and gas industry as the most representative of the global physical standards for the oil market in comparison to other reference oils, such as West Texas Intermediate ("WTI"). The location of the Jubilee Field offshore Ghana allows us to sell our oil to the major refining markets of North America, Asia and Europe. Due to its quality, oil from the Jubilee Field generally sells for a slight premium relative to Dated Brent.

        Information about our discoveries and prospects are summarized below. In interpreting this information, general reference should be made to the risk factors as a whole and specific reference should be made to the subsections of this annual report on Form 10-K titled "Item 1A. Risk Factors—Our identified drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling," "Item 1A. Risk Factors—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" and "Item 1A. Risk Factors—We are not, and may not be in the future, the operator on all of our license areas and do not, and may not in the future, hold all of the working interests in certain of our license areas.

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Therefore, we will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated and to an extent, any non-wholly owned, assets."

Our Discoveries

        Information about our discoveries is summarized in the following table.

Discoveries		License		Areal Extent (acres)			Kosmos Working Interest		Block Operator(s)		Stage		Type		Expected Year of PoD Submission
Ghana
Jubilee Field Phase1(1)(2)		WCTP/DT(3)			8,300		24.0771%(5)		Tullow/Kosmos(6)		Production		Deepwater			2008	(2)
Jubilee Field subsequent phases(1)(2)		WCTP/DT(3)			4,600		24.0771%(5)		Tullow/Kosmos(6)		Development		Deepwater			2011	(7)
Mahogany East		WCTP(4)			6,600		30.8750%		Kosmos		Development planning		Deepwater			2011
Teak		WCTP(4)			23,000		30.8750%		Kosmos		Appraisal		Deepwater			2013
Akasa		WCTP(4)(8)			4,900		30.8750%		Kosmos		Appraisal		Deepwater			2014
Banda		WCTP(4)(8)			25,000		30.8750%		Kosmos		Appraisal		Deepwater			2014
Tweneboa		DT(4)(8)			27,000		18.0000%		Tullow		Appraisal		Deepwater			2013
Enyenra		DT(4)			28,100		18.0000%		Tullow		Appraisal		Deepwater			2012
Ntomme		DT(4)(8)			19,100		18.0000%		Tullow		Appraisal		Deepwater			2012

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(1)

For information concerning our estimated proved reserves in the Jubilee Field as of December 31, 2011, see "—Our Reserves."



(2)

The Jubilee Phase 1 PoD was submitted to Ghana's Ministry of Energy in December 2008 and was formally approved in July 2009. The Jubilee Phase 1 PoD details the necessary wells and infrastructure to develop two of the reservoirs within the Jubilee Field. Oil production from the Jubilee Field offshore Ghana commenced on November 28, 2010, and we received our first oil revenues in early 2011. We intend to submit or amend PoDs for other reservoirs within the Jubilee Unit for the Jubilee Field subsequent phases to Ghana's Ministry of Energy for approval in order to extend the production plateau of the Jubilee Field, although we can give no assurance that such approvals will be forthcoming. See (7) below.



(3)

The Jubilee Field straddles the boundary between the WCTP Block and the DT Block offshore Ghana. Consistent with the Ghanaian Petroleum Law, the WCTP Petroleum Agreement ("WCTP PA") and DT Petroleum Agreement ("DT PA") and as required by Ghana's Ministry of Energy, in order to optimize resource recovery in this field, we entered into the Unitization and Unit Operating Agreement (the "UUOA") in July 2009 with Ghana National Petroleum Corporation ("GNPC") and the other block partners of each of these two blocks. The UUOA governs the interests in and development of the Jubilee Field and created the Jubilee Unit from portions of the WCTP Block and the DT Block.



(4)

GNPC has the option to acquire additional paying interests in a commercial discovery on the WCTP Block and the DT Block of 2.5% and 5.0%, respectively. In order to acquire the additional paying interest, GNPC must notify the contractor of its intention to acquire such interest within sixty to ninety days of the contractor's notice to Ghana's Ministry of Energy of a commercial discovery. These interest percentages do not give effect to the exercise of such options.



(5)

These interest percentages are subject to redetermination of the working interests in the Jubilee Field pursuant to the terms of the UUOA. See "Item 1A. Risk Factors—The unit partners' respective interests in the Jubilee Unit are subject to redetermination and our interests in such unit may decrease as a result" and "—Significant Exploration Agreements—Jubilee Field Unitization." GNPC has exercised its WCTP PA and DT PA options, with respect to the Jubilee Unit, to acquire an additional unitized paying interest of 3.64084% in the Jubilee Field. The Jubilee Field interest percentages give effect to the exercise of such option.



(6)

Kosmos is the Technical Operator and Tullow Ghana Limited, a subsidiary of Tullow Oil plc ("Tullow"), is the Unit Operator of the Jubilee Unit. See "—Significant Exploration Agreements—Jubilee Field Unitization."



(7)

The Jubilee Phase 1A PoD was submitted to Ghana's Ministry of Energy on December 18, 2011 and was formally approved in January 2012. The Jubilee Phase 1A PoD details the necessary wells and infrastructure to further develop the existing producing reservoirs and develop a third reservoir within the Jubilee Field.



(8)

The areal extent for these discoveries were determined based on estimates derived internally by the Company and represents the possible upside areal extent for these discoveries. In future periods, should we have our independent petroleum engineers assess these discoveries, such estimates may change. Additionally, such estimates may change as a result of future assessment and appraisal activities. See Item 1A. Risk Factors—We face substantial uncertainties in estimating the characteristics of our unappraised discoveries and our prospects."




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Ghana Well Information

        Information about the wells we have drilled on our license areas in Ghana is summarized in the following table.

		Operator		Spud Date(1)			Total Depth (feet)			Net Hydrocarbon Pay (feet)			Status(2)		Comments
Jubilee
J-09 (Mahogany-1)		Kosmos			05/30/07			12,553			321		Producing		Discovery well for Jubilee in WCTP Block. Drill stem tested at rates in excess of 20,500 bopd. Lower completion installed.
Hyedua-1		Tullow			07/27/07			13,130			180		Plugged Back		Downdip confirmation well in DT Block.
J-10 Water Injector ("WI") (Hyedua-1BP1)		Tullow			07/27/07			12,631			136		Injecting		Whole core obtained. Injectivity test conducted at rates in excess of 20,000 bwpd. Down structure water injector.
J-16GI Gas Injectors ("GI") (Mahogany-2)		Tullow			03/06/08			11,296			164		Injecting		Updip confirmation well for Jubilee reservoirs. Whole core obtained. Updip gas injector.
J-08 (Hyedua-2)		Tullow			10/09/08			12,018			180		Producing		Drill stem tested at rates in excess of 16,500 bopd. Whole core obtained.
J-04		Tullow			01/17/09			15,121			90		Plugged Back		Tested the Southeastern edge of the Jubilee fairway.
J-04 Sidetrack ("ST")		Tullow			01/17/09			13,803			199		Producing		Observation well for interference testing.
J-01		Tullow			03/18/09			12,411			140		Producing
J-02		Tullow			03/25/09			13,829			186		Producing		Observation well for interference testing.
J-11WI		Tullow			05/06/09			13,822			121		Injecting		Down structure water injector.
J-12WI		Tullow			05/11/09			14,081			188		Injecting		Down structure water injector.
J-15WI		Tullow			05/14/09			16,949			47		Injecting		Only drilled through Upper Mahogany—down structure water injector.
J-07		Tullow			05/19/09			13,599			121		Plugged Back		Whole core obtained.
J-07ST		Tullow			05/19/09			13,701			116		Plugged Back
J-07ST2		Tullow			05/19/09			14,341			184		Producing
J-03		Tullow			09/29/09			12,507			173		Producing
J-05		Tullow			07/08/09			13,753			193		Producing		Lower completion installed.
J-17		Tullow			10/07/09			19,390			174		Plugged Back		Only drilled through Upper Mahogany reservoirs.
J-17STGI		Tullow			10/07/09			19,574			197		Injecting		Updip gas injector.
J-13WI		Tullow			10/10/09			13,058			143		Injecting		Down structure water injector.
J-14WI		Tullow			10/14/09			13,999			77		Injecting		Down structure water injector.
J-06		Tullow			04/13/11			12,959			147		Plugged back
J-06ST1		Tullow			06/26/11			13,091			126		Producing




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		Operator		Spud Date(1)			Total Depth (feet)			Net Hydrocarbon Pay (feet)			Status(2)		Comments
Mahogany East
Mahogany-3		Kosmos			11/27/08			14,262			108		Suspended		Discovery well for Mahogany Deep.
Mahogany-4		Kosmos			08/28/09			12,074			141		Suspended		Updip confirmation well for the Mahogany East reservoirs.
Mahogany Deep-2		Kosmos			09/29/09			14,193			49		Suspended		Drilled to delineate deep reservoirs.
Mahogany-5		Kosmos			04/18/10			13,084			75		Suspended		Eastern confirmation of Mahogany East reservoirs.
Odum
Odum-1		Kosmos			01/18/08			11,109			72		Abandoned		Discovery well for Odum. Subsequently not declared commercial.
Odum-2		Kosmos			11/12/09			8,222			66		Abandoned		Confirmation well for Odum. Subsequently not declared commercial.
Tweneboa
Tweneboa-1		Tullow			01/26/09			13,002			69		Suspended		Discovery well for Tweneboa condensate pays.
Tweneboa-2		Tullow			12/06/09			13,878			105		Suspended		Confirmation well for Tweneboa. Discovery of Central Oil Channel below condensate pays. Whole core obtained.
Tweneboa-3		Tullow			11/26/10			12,811			29		Plugged back		Confirmation well for Tweneboa.
Tweneboa-3ST		Tullow			12/22/10			12,816			112		Suspended		Discovery well for Ntomme.
Tweneboa-4		Tullow			01/16/11			13,146			59		Suspended		Confirmation well for Tweneboa.
Onyina
Onyina-1		Tullow			09/25/10						—		Abandoned		Dry hole.
Enyenra (formerly known as Owo)
Owo-1		Tullow			06/10/10			12,766			174		Plugged Back		Discovery well for Enyenra.
Owo-1 ST1		Tullow			07/28/10			13,117			115		Suspended		Lateral confirmation well for Enyenra channels, and discovery wells for deeper condensate pays. Whole core obtained.
Owo-1 RA		Tullow			10/18/11			12,779			157		Suspended
Enyenra-2		Tullow			01/22/11			13,887			121		Suspended		Downdip confirmation well for Enyenra channels. Discovery well for Tweneboa Deep.
Enyenra-3A		Tullow			04/20/11			13,205			56		Suspended		Updip confirmation well for Enyenra channels.
Teak
Teak-1		Kosmos			12/21/10			10,398			239		Suspended		Discovery well for Teak.
Teak-2		Kosmos			02/12/11			11,184			89		Suspended		Drilled fault block adjacent to Teak-1 discovery.
Teak-3		Kosmos			10/6/11			10,571			115		Suspended		Northern extension of Teak discovery.
Dahoma
Dahoma-1		Kosmos			02/04/10			14,403			—		Abandoned		Dry hole.




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		Operator		Spud Date(1)			Total Depth (feet)			Net Hydrocarbon Pay (feet)			Status(2)		Comments
Banda
Banda-1		Kosmos			03/31/11			15,026			10		Suspended		Discovery well for Banda. Well considered sub-commercial.
Makore
Makore-1		Kosmos			04/25/11			12,717			—		Abandoned		Dry hole.
Akasa
Akasa-1		Kosmos			07/13/11			12,856			108		Suspended		Discovery well for Akasa.
Ntomme
Ntomme-2A		Tullow			11/09/11			13,156			128		Suspended		Confirmation for oil in Akasa discovery.

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(1)

In connection with our side-track wells, "spud date" refers to the date we commenced drilling such well.



(2)

These terms have the following meanings:

Abandoned		Exploration / appraisal well that was deemed to have no further utility. The well was permanently abandoned, per approved government procedures.
Completion Pending		Production / Injection casing has been installed across the target interval as part of the normal drilling operations, and the well is scheduled / approved to have a completion installed to facilitate production / injection per the applicable PoD.
Injection Ready		Injection well has been drilled and completed. All well equipment is in place to commence injection.
Plugged Back		Well that has cement set across productive interval to facilitate production from sidetrack well.
Production Ready		Production well has been drilled and completed. All well equipment is in place to commence production.
Suspended		Exploration / appraisal well that has had production casing installed across the target interval. However, plans to utilize the well as part of a development have not yet been approved.




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Prospect Information

        Information about our prospects on our license areas in Ghana, Cameroon and our Cap Boujdour Offshore license area in Morocco is summarized in the following table. We are currently assessing prospectivity on our recently acquired license areas in Morocco, Cameroon and Suriname and accordingly information concerning prospects, if any, on such recently acquired license areas is not yet available. We currently are, and plan to continue, acquiring seismic information to assess the prospectivity for these license areas.

Prospect		License		Areal Extent (acres)			Kosmos Working Interest (%)			Block Operator		Type		Projected Spud Year(4)
Ghana(1)
Cedrela		WCTP(5)(6)			3,400			30.875		Kosmos		Deepwater		2012
Odum East		WCTP(5)			3,100			30.875		Kosmos		Deepwater		Post 2012
Sapele		WCTP(5)			19,100			30.875		Kosmos		Deepwater		Post 2012
Funtum		WCTP(5)			6,700			30.875		Kosmos		Deepwater		Post 2012
Assin		WCTP(5)			2,600			30.875		Kosmos		Deepwater		Post 2012
Okoro		WCTP(5)			4,600			30.875		Kosmos		Deepwater		Post 2012
Late Cretaceous WCTP Play (4 identified targets)		WCTP(5)			8,100			30.875		Kosmos		Deepwater		Post 2012
Turonian Deep		DT			23,000			18.000		Tullow		Deepwater		2012
DT Sapele		DT			4,600			18.000		Tullow		Deepwater		2012
Wawa		DT			9,100			18.000		Tullow		Deepwater		2012
Walnut		DT			2,900			18.000		Tullow		Deepwater		Post 2012
Wassa		DT			8,900			18.000		Tullow		Deepwater		Post 2012
Adinkra		DT			1,300			18.000		Tullow		Deepwater		Post 2012
Oyoko		DT			1,900			18.000		Tullow		Deepwater		Post 2012
Ananta		DT			1,600			18.000		Tullow		Deepwater		Post 2012
Cameroon(2)
Sipo (formerly known as Liwenyi)		Ndian River			4,000			100.000		Kosmos		Onshore		2012
Liwenyi South		Ndian River			1,600			100.000		Kosmos		Onshore		Post 2012
Meme		Ndian River			3,800			100.000		Kosmos		Onshore		Post 2012
Bamusso		Ndian River			12,100			100.000		Kosmos		Onshore		Post 2012
Morocco(3)
Gargaa		Cap Boujdour Offshore			13,900			75.000		Kosmos		Deepwater		Post 2012
Argane		Cap Boujdour Offshore			11,600			75.000		Kosmos		Deepwater		Post 2012
Safsaf		Cap Boujdour Offshore			22,400			75.000		Kosmos		Deepwater		Post 2012
Aarar		Cap Boujdour Offshore			8,100			75.000		Kosmos		Deepwater		Post 2012
Zitoune		Cap Boujdour Offshore			10,000			75.000		Kosmos		Deepwater		Post 2012
Al Arz		Cap Boujdour Offshore			13,400			75.000		Kosmos		Deepwater		Post 2012
Felline		Cap Boujdour Offshore			13,500			75.000		Kosmos		Deepwater		Post 2012
Nakhil		Cap Boujdour Offshore			6,500			75.000		Kosmos		Deepwater		Post 2012
Barremian Tilted Fault Block Play (8 identified structures)		Cap Boujdour Offshore			49,400			75.000		Kosmos		Deepwater		Post 2012

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(1)

GNPC has the option to acquire additional paying interests in a commercial discovery on the WCTP Block and the DT Block of 2.5% and 5.0%, respectively. In order to acquire the additional paying interests, GNPC must notify the contractor of its intention to do so within sixty to ninety days of the contractor's notice to Ghana's Ministry of Energy of a commercial discovery. These interest percentages do not give effect to the exercise of such options.




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(2)

The Republic of Cameroon has an option to acquire an interest of up to 15.0% in a commercial discovery on the Ndian River Block. These interest percentages do not give effect to the exercise of such options. The table does not include the license information for the Fako Block in Cameroon, which we entered into in January 2012.



(3)

We have not yet made a decision as to whether or not to drill our Morocco prospects within the Cap Boujdour Offshore Block. If we decide to continue into the drilling phase of the license, we anticipate that the first well to drill within the Cap Boujdour Offshore Block will be post 2012.



(4)

See "Item 1A. Risk Factors—Our identified drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling" and "Item 1A. Risk Factors—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."



(5)

In July 2011, at the end of the seven-year exploration phase, parts of the WCTP Block, which include these prospects, were subject to relinquishment. We and our WCTP Block partners have certain rights to negotiate a new petroleum contract with respect to these areas. We and our WCTP Block partners exercised such right in July 2010 and formally submitted a new petroleum agreement for such areas in early October 2011. We and our WCTP Block partners, the Ghana Ministry of Energy and GNPC have agreed such WCTP PA rights 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 these areas. See "—Ghana."



(6)

We have disputed the relinquishment of the area around the Cedrela prospect. See "—Ghana" and "Item 1A. Risk Factors—We 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."

Ghana

        The WCTP and DT Blocks are located within the Tano Basin, offshore Ghana. This basin contains a proven world-class petroleum system as evidenced by our discoveries.

        The Tano Basin represents the eastern extension of the Deep Ivorian Basin which resulted from the development of an extensional sedimentary basin caused by tensional forces associated with opening of the Atlantic Ocean, as South America separated from Africa in the mid-Cretaceous period. The Tano Basin forms part of the resulting transform margin which extends from Sierra Leone to Nigeria.

        The Tano Basin sediments comprise a thick Upper Cretaceous, deepwater turbidite sequence which, in combination with a modest Tertiary section, provided sufficient thickness to mature an early to mid-Cretaceous source rock in the central part of the Tano Basin. This well-defined reservoir and charge fairway forms the play which, when draped over the South Tano high (a structural high dipping into the basin) resulted in the formation of trapping geometries.

        The primary prospectreservoir types consist of well imaged Turonian and Campanian aged submarine fans situated along the steeply dipping shelf margin and trapped in an up dip direction by thinning of the reservoir and/or faults. Many of our discoveries have similar trap geometries.

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        Kosmos is the operator of the WCTP Block and holds a 30.9%30.875% participating interest. The WCTP PA,Petroleum Agreement ("WCTP PA"), which governs our activities related to the WCTP Block, and for commercial development areas, has a duration of 30 years from its effective date (July 2004);of July 22, 2004; however, in July 2011, at the end of the seven-year exploration phase, 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 subject to relinquishment ("WCTP Relinquishment Area"). Our existing discoveries within the WCTP Block (Akasa, Banda, Mahogany

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East and Teak) have not been relinquished, as the WCTP PA remains in effect after the end of the exploration phase.phase for these areas while commerciality is being established. In addition, we have disputed the relinquishment of the area around the Cedrela prospect. In July 2011, immediately prior to Kosmos receiving the drilling rig from another operator, damage to the rig incurred during preparations to move the rig to the WCTP Block operations rendered the rig incapable of drilling the Cedrela-1 exploration well prior to the end of the WCTP exploration period on July 21, 2011. As a result of this unforeseen delay in the drilling of the Cedrela-1 exploration well, the Company, as Operator for the WCTP PA Block partners, delivered a Notice of Force Majeure. The Ministry of Energy and GNPCGhana National Petroleum Corporation ("GNPC") did not agree this event was Force Majeure. On August 24, 2011, we as Operator of the WCTP Block and on behalf of the WCTP Block partners, delivered a Notice of Dispute to the Ministry of Energy and GNPC as provided under the WCTP PA, which is the initial step in triggering the formal dispute resolution process under the WCTP PA with the Governmentgovernment of Ghana regarding our rights to drill the Cedrela-1 exploration well. This Notice of Dispute establishes a process for negotiation and consultation for a period of 30 days (or longer if mutually agreed) among senior representatives from the Ministry of Energy, GNPC and the WCTP Block partners to resolve the matter. The issue continues to be discussed in an effort to reach a mutually agreed upon resolution among the parties. See "Item 1A. Risk Factors—We 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."

        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 exercised such right in July 2010 and formally submitted a proposed new petroleum agreement for the WCTP Relinquishment Area in early 2011. We and our WCTP Block partners, the Ghana Ministry of Energy and GNPC have agreed such WCTP PA rights extendto negotiate extends from July 21, 2011 until such time as either a new petroleum agreement 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.

        Kosmos holds a non-operated 18.0% participating interest in the DT Block. The DT PA,Petroleum Agreement ("DT PA"), which governs our activities relating to the DT Block, and for commercial development areas, has a duration of 30 years from its effective date.date of July 19, 2006. The seven-year exploration phase of the DT PA will expireexpired in January 2013. Our existing discoveries within the DT Block (Tweneboa, Enyenra, Ntomme and Ntomme)Wawa) are not subject to relinquishment upon expiration of the exploration phase of the DT PA, as the DT PA remains in effect after the end of the exploration phase.phase for these areas while commerciality is being established. We and our DT Block partners have certain rights of first refusal for the granting of a new petroleum contract and certain rights to negotiate a new petroleum contract with respect to areas of the DT Block that are subject to relinquishment under the DT PA; that is acreage not within a discovery area, development and production area or the Jubilee Unit ("DT Relinquishment Area"). We and our DT Block partners exercised such right to negotiate a new petroleum contract in January 2012.

Our Ghanaian Discoveries

        One ofInformation about our DT Block partners, Sabre Oil and Gas Limited ("Sabre"), provided notice that it intends to transfer all of its 4.05% participating interestGhanaian discoveries is summarized in the DT Block to a third party for approximately $365.0 million, with up to $45.0 million in contingent payments upon achieving certain performance milestones. Under the DT Joint Operating Agreement, each of the DT Block partners have a right of first refusal regarding the transfer of such interest to a third party, assuming the block partner is willing to match the terms and conditions of the existing offer of the third party. On February 23, 2012, we exercised our right to accept the terms and conditions of the proposed transfer. Subject to Government of Ghana consent, we anticipate the transaction to close during the second quarter of 2012. After the acquisition, our interest in the DT Block and Jubilee Unit will increase to 22.05% and 25.82258%, respectively.following table.

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Discoveries		License		Kosmos Participating Interest		Block Operator(s)		Stage		Type		Expected Year of PoD Submission(10)
Ghana
Jubilee Field Phase1(1)(2)		WCTP/DT(3)		24.0771%(5)		Tullow/Kosmos(6)		Production		Deepwater			2008	(2)
Jubilee Field subsequent phases(1)(2)		WCTP/DT(3)		24.0771%(5)		Tullow/Kosmos(6)		Development		Deepwater			2011	(7)
Mahogany		WCTP		30.8750%(4)		Kosmos		Development planning		Deepwater			2011	(8)
Teak		WCTP		30.8750%(4)		Kosmos		Appraisal		Deepwater			2013
Akasa		WCTP		30.8750%(4)		Kosmos		Appraisal		Deepwater			2014
Tweneboa		DT		18.0000%(4)		Tullow		Appraisal		Deepwater			2012	(9)
Enyenra		DT		18.0000%(4)		Tullow		Appraisal		Deepwater			2012	(9)
Ntomme		DT		18.0000%(4)		Tullow		Appraisal		Deepwater			2012	(9)
Wawa		DT		18.0000%(4)		Tullow		Appraisal		Deepwater			2014	(10)

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(1)

For information concerning our estimated proved reserves in the Jubilee Field as of December 31, 2012, see "—Our Reserves."



(2)

The Jubilee Phase 1 PoD was submitted to Ghana's Ministry of Energy in December 2008 and was formally approved in July 2009. The Jubilee Phase 1 PoD details the necessary wells and infrastructure to develop two of the reservoirs within the Jubilee Field. Oil production from the Jubilee Field offshore Ghana commenced in November 2010, and we received our first oil revenues in early 2011. For the other reservoirs within the Jubilee Unit, the Jubilee Full Field Development Plan ("JFFDP") was submitted to Ghana's Ministry of Energy for approval in December 2012, which contemplates future development of the Jubilee Field, although we can give no assurance that such approvals will be forthcoming in a timely manner or at all. See (7) below.



(3)

The Jubilee Field straddles the boundary between the WCTP Block and the DT Block offshore Ghana. Consistent with the Ghanaian Petroleum Law, the WCTP PA and DT PA and as required by Ghana's Ministry of Energy, in order to optimize resource recovery in this field, we entered into the Unitization and Unit Operating Agreement (the "UUOA") in July 2009 with GNPC and the other block partners of each of these two blocks. The UUOA governs the interests in and development of the Jubilee Field and created the Jubilee Unit from portions of the WCTP Block and the DT Block.



(4)

GNPC has the option to acquire additional paying interests in a commercial discovery on the WCTP Block and the DT Block of 2.5% and 5.0%, respectively. In order to acquire the additional paying interest, GNPC must notify the contractor of its intention to acquire such interest within sixty to ninety days of the contractor's notice to Ghana's Ministry of Energy of a commercial discovery. These interest percentages do not give effect to the exercise of such options.



(5)

These interest percentages are subject to redetermination of the participating interests in the Jubilee Field pursuant to the terms of the UUOA. See "Item 1A. Risk Factors—The unit partners' respective interests in the Jubilee Unit are subject to redetermination and our interests in such unit may decrease as a result" and "—Significant License Agreements—Jubilee Field Unitization." GNPC exercised its WCTP PA and DT PA options, with respect to the Jubilee Unit, to acquire an additional unitized paying interest of 3.64084% in the Jubilee Field. The Jubilee Field interest percentages give effect to the exercise of such option. Our paying interest on development activities in the Jubilee Field is 26.85484%.



(6)

Kosmos is the Technical Operator and Tullow Ghana Limited, a subsidiary of Tullow Oil plc ("Tullow"), is the Unit Operator of the Jubilee Unit. See "—Significant License Agreements—Jubilee Field Unitization."



(7)

The Jubilee Phase 1A PoD was submitted to Ghana's Ministry of Energy on December 18, 2011 and was formally approved in January 2012. The Jubilee Phase 1A PoD details the necessary wells and infrastructure to further develop the existing producing reservoirs and develop a third reservoir within the Jubilee Field. We submitted the JFFDP to Ghana's Minister of Energy in December 2012 and are awaiting approval from the government of Ghana. The JFFDP provides for future development of the Jubilee Field to be conducted through the Annual Work Plan and Budget Process, provided in the Jubilee UUOA.



(8)

Mahogany, a combined area covering parts of the Mahogany East discovery and the Mahogany Deep discovery, was declared commercial in September 2010, and a PoD was submitted to Ghana's Ministry of Energy as of May 2, 2011. In a letter dated May 16, 2011, the Minister of Energy did not approve the PoD and requested that the WCTP Block partners take certain steps regarding notifications of discovery and commerciality; and requested other information. On June 30, 2011, we as Operator of the WCTP Block and on behalf of the WCTP Block partners, delivered a Notice of Dispute to the Ministry of Energy and GNPC as provided under the WCTP PA. We and the WCTP Block partners are in discussions with the Ministry of Energy and GNPC to resolve differences on the PoD.



(9)

The DT Block partners submitted a declaration of commerciality and a PoD to Ghana's Ministry of Energy in November 2012 and are awaiting approval from the government of Ghana.



(10)

In interpreting this information, specific reference should be made to the subsections of this annual report on Form 10-K titled "Item 1A. Risk Factors—Our identified drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling" and "Item 1A. Risk Factors—We are not, and may not be in the future, the operator on all of our license areas and do not, and may not in the future, hold all of the participating interests in certain of our license areas. Therefore, we will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated and to an extent, any non-wholly owned, assets."




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        The following is a brief discussion of our discoveries to date on our license areas offshore Ghana. See "Item 1A. Risk Factors—We face substantial uncertainties in estimating the characteristics of our unappraised discoveries and our prospects."

Jubilee Discovery

        The Jubilee Field was discovered by Kosmos in 2007 within the WCTP Block. An appraisal well was subsequently drilled in the offsetting DT Block, confirming a large accumulation of oil underlying areas within both blocks. The Jubilee Field is located approximately 37 miles (60 kilometers) offshore Ghana in water depths of 3,250 to 5,800 feet (991 to 1,707 meters). Pursuant to the terms of the UUOA, the discovery area was unitized for purposes of joint development by the WCTP and DT Block participating interest holders. The UUOA specifies a split operatorship role. Kosmos was the Technical Operator for Development and Tullow was designated as the Unit Operator. The initial tract participations were 50% for each block. Pursuant to the terms of the Jubilee Field UUOA, the percentage is subject to a process of redetermination. The initial redetermination process was completed on October 14, 2011. Any party to the Jubilee UUOA with more than a 10% Jubilee Unit Interest may call for a second redetermination after December 1, 2013. As a result of the initial redetermination process, the tract participation was determined to be 54.36660% for the WCTP Block and 45.63340% for the DT Block. Our Unit Interest was increased from 23.50868% (our percentage after Tullow's acquisition of EO Group Limited ("EO Group")—see "Item 8. Financial Statements and Supplementary Data—Note 5—Joint Interest Billings") to 24.07710%. See "Item 1A. Risk Factors—The unit partners' respective interests in the Jubilee Unit are subject to redetermination and our interests in such unit may decrease as a result."

        The Jubilee Field is a combination structural-stratigraphic trap with reservoir intervals consisting of a series of stacked Upper Cretaceous Turonian-aged, deepwater turbidite fan lobe and channel deposits.

        The location of the Jubilee Field led to the decision to implement an FPSO based development plan. The "Kwame Nkrumah" FPSO has a design capacity of processing approximately 120,000 bopd of oil, 160,000 Mcfpd of natural gas, and storing upis designed to 1.6 Mmbbl of stabilized crude. Further, the vessel can provide water and natural gas injection of 232,000 bwpd and 160,000 Mcfpd, respectively, to support reservoir pressure.pressure and to process and store oil and natural gas. The Phase 1 development focused on partial development of certain reservoirs in the Jubilee Field. The Kosmos-led integrated project team successfully executed an initial 17 well development plan, which included nine producing wells, six water injection wells and two natural gas injection wells, the "Kwame Nkrumah" FPSO and subsea infrastructure. This initial phase provided infrastructure capacity for additional production and injection wells that could potentially be drilled in future phases of development. Future phases include the further development of the two existing producing reservoirs and development of the three remaining reservoirs to maximize ultimate recovery.

        Production from the Phase 1 development commenced in November 2010, with Kosmos' first lifting in early 2011. As production from the field grew through 2011, certain near-wellbore productivity issues were identified, impacting several of the Phase 1 production wells. The Jubilee Unit partners are currently performing remediation efforts on certainidentified a means of successfully mitigating the producing wells in the Phase 1 development. Optimized completion techniques are being implemented which are expected to mitigate the near wellborenear-wellbore productivity issues experienced in certainthe Jubilee production wells.

        The To date, six wells have been successfully treated and additional stimulation treatments will be conducted as required. We have received an approval for the Phase 1A PoD of the Jubilee Field, with production from Phase 1A development at Jubilee was approvedcommencing in 2012 by the Government of Ghana.late 2012. The Phase 1A development began in 2012 and is expected to include eight new wells, including five additional production wells and three additional water injection wells as well as an expanded subseaand associated infrastructure.

        Oil production from the Jubilee Field averaged approximately 72,000 barrels of oil per day during 2012 and we exited 2012 with production of approximately 110,000 barrels of oil per day. The JFFDP was submitted to the government of Ghana in December 2012. The JFFDP

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contemplates future development of the Jubilee Field, after Phase 1A, which will consist of infill drilling and development of the remaining Jubilee reservoirs. The JFFDP is anticipated to fully develop the field.

WCTP Block Discoveries

        The Mahogany East area is located within the WCTP Block, southeast of the Jubilee Field. The field is approximately 37 miles (60 kilometers) offshore Ghana in water depths of 4,101 to 5,905 feet (1,250 to 1,800 meters). We believe the field is a combination stratigraphic-structural trap with reservoir intervals contained in a series of stacked Upper Cretaceous Turonian-aged, deepwater fan lobe and channel deposits. The Mahogany-3, Mahogany-4, Mahogany-5 and Mahogany Deep-2 wells have intersected multiple oil bearing reservoirs in a Turonian turbidite sequence. Fluid samples recovered from the wells indicate an oil gravity of between 31 and 37 degrees API.

        The Mahogany, East area, a combined area covering parts of the Mahogany East discovery and the Mahogany Deep discovery, area was declared commercial in September 2010, and a PoD was submitted to Ghana's Ministry of Energy as of May 2, 2011. In a letter dated May 16, 2011, the Minister of Energy did not approve the PoD and requested that the WCTP Block partners take certain steps regarding notifications of discovery and commerciality; and requested other information. The WCTP Block partners believe the combined submission was proper and have held meetings with GNPC which resolved issues relating to the PoD work program. From May 2011, the Ministry of Energy, GNPC and the WCTP Block partners continued working to resolve other differences; however, the WCTP PA contains specific timelines for PoD approval and discussions, which expired at the end of June 2011. On June 30, 2011, we as Operator of the WCTP Block and on behalf of the WCTP Block partners, delivered a Notice of Dispute to the Ministry of Energy and GNPC as provided under the WCTP PA, which is the initial step in triggering the formal dispute resolution process under the WCTP PA with the Governmentgovernment of Ghana regarding approval of the Mahogany East PoD. This Notice of Dispute establishes a process for negotiation and consultation for a period of 30 days (or longer if mutually agreed) among senior representatives from the Ministry of Energy, GNPC and the WCTP Block partners to resolve the matter. We and the WCTP Block partners are in discussions with the Ministry of Energy and GNPC to resolve differences on the PoD.

        The Teak discovery is located in the western portion of the WCTP Block, northeast of the Jubilee Field. The field is approximately 31 miles (50 kilometers) offshore Ghana in water depths of approximately 650 to 3,600 feet (200 to 1,100 meters). We believe the field is a structural-stratigraphic trap with an element of four-way closure. The Teak-1, Teak-2 and Teak-3 wells have intersected multiple oil and natural gas condensate bearing reservoirs in Campanian and Turonian zones. Fluid samples recovered from the wells indicate an oil gravity of between 32 and 39 degrees API and natural gas condensate gravity of between 40 and 45 degrees API. The Teak-4A appraisal well was completed in May 2012. The well encountered non-commercial reservoirs and accordingly was plugged and abandoned.

        The Akasa discovery is located in the western portion of the WCTP Block approximately 31 miles (50 kilometers) offshore Ghana in water depths of approximately 3,200 to 5,050 feet (950 to 1,550 meters). The discovery is southeast of the Jubilee Field. We believe the target reservoirs are channels and lobes that are stratigraphically trapped. The Akasa-1 well intersected oil bearing reservoirs in the Turonian zones. Fluid samples recovered from the well indicate an oil gravity of 38 degrees API.

        The Banda discovery is located in the southeastern portion of the WCTP Block. The field is approximately 27 miles (43 kilometers) offshore Ghana in water depths of approximately 1,800 to 4,900 feet (550 to 1,500 meters). We believe the target reservoir is a channel fairway that is stratigraphically trapped. The Banda-1 well intersected quantities of oil-bearing reservoirs in Cenomanian to Albian zones, although the well is considered sub-commercial. The Banda discovery represents a new play in the WCTP Block.

Following additional appraisal drilling and evaluation, a decision regarding the commerciality of these discoveries on the WCTP Block will be made by the WCTP Block partners. Should a

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discovery be declared commercial, a PoD would be prepared for submission to Ghana's Ministry of Energy

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within six months of the declaration of commerciality. We expect that any future development of the WCTP Block discoveries would be a subsea tie-back through the Jubilee FPSO.

DT Block Discoveries

        The Tweneboa discovery is located in the central portion of the DT Block approximately 31 miles (50 kilometers) offshore Ghana in water depths of approximately 3,281 to 5,252 feet (1,000 to 1,500 meters). We believe the field is a stratigraphic trap with reservoir intervals contained within a series of stacked Upper Cretaceous Turonian-aged, deepwater turbidite fan lobes and channel deposits. The Tweneboa-1, Tweneboa-2, Tweneboa-3, Tweneboa-3ST and Tweneboa-4 wells have intersected multiple natural gas condensate and oil bearing reservoirs in this Turonian turbidite sequence. Fluid samples recovered from the wells indicate an oil gravity of approximately 31 degrees API and a natural gas condensate gravity of between 41 and 47 degrees API.

        The Enyenra discovery is located in the Western portion of the DT Block. The field is approximately 28 miles (45 kilometers) offshore Ghana in water depths of approximately 3,300 to 5,000 feet (1,000 to 1,500 meters). We believe the field is primarily a stratigraphic trap with reservoir intervals contained within a series of stacked Upper Cretaceous Turonian-aged, deepwater channel deposits. The Owo-1, Owo-1 ST1, Owo-1RA, Enyenra-2A, Enyenra-3A and Enyenra-3AEnyenra-4A wells have intersected multiple oil and natural gas condensate bearing reservoirs in a Turonian turbidite sequence. As of December 2012, drilling operations on the Enyenra-6A well have commenced and well results are expected in the first quarter of 2013. Fluid samples recovered from the wells indicate an approximate oil gravity of 32 degrees API, and a natural gas condensate gravity of between 42 and 48 degrees API. We believe Enyenra is predominantly an oil accumulation.

        The Ntomme discovery is located in the central portion of the DT Block. The field is approximately 32 miles (52 kilometers) offshore Ghana in water depths of approximately 3,950 to 5,700 feet (1,200 to 1,750 meters). We believe the field is a stratigraphic trap with reservoir intervals contained within a series of stacked Upper Cretaceous Turonian-aged, deepwater fan lobes and channel deposits. The Tweneboa-3ST well discovered the Ntomme discovery and the Ntomme-2A appraisal well confirmed a downdip extension of the field. The wells encountered high-quality stacked reservoir sandstones. The Ntomme-2A confirmed the majority of the resources in the discovery to be oil. Fluid samples recovered from the wells indicate an oil gravity of 35 degrees API.

        The Tweneboa Deep discovery is located inIn November 2012, we submitted a declaration of commerciality and PoD over the southern portionTEN discoveries and are awaiting approval from the government of Ghana. Upon receiving approval, we anticipate commencing execution of the DT Block approximately 44 miles (70 kilometers) offshore Ghanadevelopment plan, which is focused on an oil-based FPSO development.

        The Wawa-1 exploration well intersected oil and gas-condensate in water depths of approximately 4,900 to 5,900 feet (1,500 to 1,800 meters). We believe the field comprises a north-south trending Upper Cretaceous Lower Turonian agedTuronian-aged turbidite channel system. The Enyenra-2A well discovered Tweneboa Deep while testingPressure data shows that it is a deeper Turonian fan where natural gas-condensate bearing sandstones were intersected. Fluid samplingseparate accumulation from the Enyenra-2A well indicates an approximate natural gas condensate gravity of 46 degrees API. Pursuant to the terms of the DT PA, in September 2011, the operator notified the Ministry of Energy that the discovery did not at that time merit appraisal but that further studies would be performed prior to making a final decision on appraisal.

TEN fields. Following additional appraisal drilling and evaluation, a decision regarding the commerciality of these discoveries on the DT BlockWawa discovery will be made by the DT Block partners. Should athe discovery be declared commercial, a PoD would be prepared for submission to Ghana's Ministry of Energy within six months of the declaration of commerciality.

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Our Ghanaian Prospects

WCTP Block

        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 exercised such

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right in July 2010 and formally submitted a proposed new petroleum agreement for the WCTP Relinquishment Area in early 2011. We and our WCTP Block partners, the Ghana Ministry of Energy and GNPC have agreed such WCTP PA rights extendto negotiate extends from July 21, 2011 until such time as either a new petroleum agreement 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. The following is a brief discussion of our prospects in the WCTP Relinquishment Area, shouldShould a new petroleum agreement be entered into for the WCTP Relinquishment Area.

Cedrela

        Cedrela located in the southern most part of the WCTP block, approximately 42 miles (67 kilometers) offshore Ghana in water depths of approximately 4,950 to 5,650 feet (1,500 to 1,700 meters). It is located approximately three miles from the Dahoma-1 well and is defined by a high resolution seismic survey. The Cedrela prospect consists of Turonian through Albian sediments trapped within a fair way closure. See "Item 1A. Risk Factors—We 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."

Odum East

        Odum East is located in the eastern portion of the WCTP Block approximately 31 miles (50 kilometers) offshore Ghana in water depths of approximately 2,600 to 3,300 feet (800 to 1,000 meters). It is located 1.9 miles (3 kilometers) east of the Odum-1 and Odum-2 well penetrations and defined by a high resolution 3D seismic data survey as a combination structural-stratigraphic trap, and is very similar to the Odum discovery. The target interval is comprised of Upper Cretaceous Campanian aged stacked turbidite sequences. The first well to drill Odum East is anticipatedArea, we have identified prospects that have yet to be spud post 2012.

Sapele

        Sapele is located in the northern portion of the WCTP Block approximately 22 miles (35 kilometers) offshore Ghana in water depths of approximately 300 to 2,600 feet (100 to 800 meters). It targets an Upper Cretaceous Middle Campanian age system of amalgamated channels forming an extensive depositional system with associated facies confining the width of the stratigraphic trap to approximately 6.2 miles (10 kilometers) wide. High resolution 3D seismic information indicates the presence of submarine fan channels. The first well to drill Sapele is anticipated to be spud post 2012.

Funtum

        Funtum is located in the northern portion of the WCTP Block approximately 22 miles (35 kilometers) offshore Ghana in water depths of approximately 300 to 1,600 feet (100 to 500 meters). It targets an Upper Cretaceous Middle Campanian age confined channel system approximately 1.3 miles (2 kilometers) wide with associated channel margin facies extending the stratigraphic trap to approximately 3.1 miles (5 kilometers) wide. High resolution 3D seismic information indicates the presence of a prospective submarine fan. The first well to drill Funtum is anticipated to be spud post 2012.

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Assin

        Assin is located in the central portion of the WCTP Block approximately 31 miles (50 kilometers) offshore Ghana in water depths of approximately 2,600 to 3,300 feet (800 to 1,000 meters). It is approximately 2.5 miles (4 kilometers) northwest and updip of the Odum discovery. The stratigraphic trap is defined by a high resolution 3D seismic survey and is very similar in nature to the Odum discovery. The target interval is comprised of Upper Cretaceous, Campanian aged stacked turbidite sequences interlayered with marine shale. The first well to drill Assin is anticipated to be spud post 2012.

Okoro

        Okoro is a tilted Albian fault block located in the central portion of the WCTP Block approximately 31 miles (50 kilometers) offshore Ghana in water depths of approximately 2,600 to 3,000 feet (800 to 900 meters). It sits adjacent to the Jubilee field but in older and deeper stratigraphy. Oil samples from deeper wells within Tano Basin have also recovered oil samples from Albian formations. The first well to drill Okoro is anticipated to be spud post 2012.

Late Cretaceous WCTP Play

        Four additional Late Cretaceous targets are presentdrilled on the WCTP Block offshore Ghana in water depths from 600 to 4,300 feet (190 to 1,300 meters). These targets range in age from Cenomanian to Campanian. They comprise four-way closures to stratiographic channel traps. If a target matures into a prospect, the first well to drill one of these targets is anticipated to be spud post 2012.Relinquishment Area.

DT Block

        The following is a brief discussion of our prospects in the DT Block.

DT SapeleBlock

        DT Sapele is located inIn December 2012, we spud the eastern portionSapele-1 exploration well. Drilling of the DT Block approximately 37 miles (60 kilometers) offshore Ghanawell was completed in water depths of approximately 5,250 to 5,900 feet (1,600 to 1,800 meters). The target reservoir is a down-dip extension of the Upper Cretaceous Turonian age sand fairway at Jubilee. The combination structural stratigraphic reservoir is well defined with high resolution 3D seismic and well information from the surrounding Jubilee and Mahogany East discoveries. The first well to drill DT Sapele is expected to be spud in 2012.

Wawa

        The Wawa prospect is located in the north central part of the DT block, approximately 21 miles (35 kilometers) offshore Ghana in water depths of approximately 650 to 3,350 feet (200 to 1,000 meters). The prospect has been defined with high resolution seismic data. The Wawa prospect comprises of Upper Cretaceous Campanian and Turonian reservoirs. The traps for the reservoirs within the prospect area are combination structural and stratigraphic traps.February 2013. The well is anticipatednot considered a productive well and accordingly will be plugged and abandoned. We and our DT Block partners have certain rights to spud in 2012.

Tweneboa Deep (also known as Turonian Deep)

        The Turonian Deep prospect is located in the southern central part ofnegotiate a new petroleum contract with respect to the DT block, approximately 33 miles (53 kilometers) offshore GhanaRelinquishment Area. We and our DT Block partners exercised such right in water depths of approximately 4,400 to 6,450 feet (1,325 to 2,000 meters). The prospect has been defined by high resolution seismic data

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and consists of Turonian and Cenomanian sediments that are trapped stratigraphically within the reservoir fairway. The well is anticipated to spud inJanuary 2012.

Walnut

        Walnut is located along the northern edge of Should a new petroleum agreement be entered into for the DT Block approximately 28 miles (45 kilometers) offshore Ghana in water depths of approximately 1,600 to 2,600 feet (500 to 800 meters). It targets stratigraphic and downthrown fault closures varying in age from Turonian to Campanian. The first well to drill Walnut is anticipatedRelinquishment Area, we have identified prospects that have yet to be spud post 2012.

Wassa

        Wassa is located in the south central portion ofdrilled on the DT Block approximately 44 miles (70 kilometers) offshore GhanaRelinquishment Area.

Cameroon

        We have two petroleum contracts in water depths of approximately 5,900 to 6,200 feet (1,800 to 1,900 meters). It has a trapping geometry at multiple levels from Albian through Turonian with a stratigraphic trap element and a large three-way fault trap at the Albian level. The first well to drill Wassa is anticipated to be spud post 2012.

Adinkra

        Adinkra is located along the northern edge of the DT Block approximately 28 miles (45 kilometers) offshore Ghana in water depths of approximately 1,600 to 2,600 feet (500 to 800 meters). It targets stratigraphic and downthrown fault closures varying in age from Turonian to Campanian. The first well to drill Adinkra is anticipated to be spud post 2012.

Oyoko

        Oyoko is located along the northern edge of the DT Block approximately 28 miles (45 kilometers) offshore Ghana in water depths of approximately 1,600 to 2,600 feet (500 to 800 meters). It targets stratigraphic and downthrown fault closures of Albian to Cenomanian age. The first well to drill Oyoko is anticipated to be spud post 2012.

Ananta

        Ananta is located in the western portion of the DT Block approximately 37 miles (60 kilometers) offshore Ghana in water depths of approximately 4,300 to 5,250 feet (1,300 to 1,600 meters). It is a stratigraphic trap of Campanian age located west of the existing Tweneboa wells. The Tweneboa-1 well encountered thick porous sands at this interval. Ananta contains similar facies as detected through AVO analysis. The first well to drill Ananta is anticipated to be spud post 2012.

Cameroon,

        During 2011, Kosmos had interests in two licenses in Cameroon, governing the Ndian River Block and adjoining Fako Block. These blocks are located inwithin the Rio del Rey Basin, which we operate withand Douala Basins. Kosmos is the operator of the Ndian River Block and Fako Block and holds a 100% participating interest and the Perenco operated, Kombe-N'sepe Block located in the Douala Basin, in which Kosmos held a 35% interest. The Kombe-N'sepe license expired on December 31, 2011, as the Company did not exercise our option to extend the license period.both blocks.

        The Ndian River Block is located inpetroleum contract has a duration of up to 7 years from the eastern, onshore and shallow water offshore portion ofNovember 2006 effective date with the Rio del Rey Basin.

        Kosmos is currentlycurrent exploration period continuing into November 2013. We are in the first of two available extensionsoptional renewals, which was recently extended by one year, of the exploration period of our Ndian River Block, which expiresexpiring in November 2012.2013. The current exploration period carries a one-well obligationobligation. In the event of commercial success, we have the right to develop and produce oil for a period of 20 years and gas for a period of 25 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 January 2012, Kosmos is currently performing pre-drilling activitiesentered into a license with plans to commence drilling in late 2012. Thethe Republic of Cameroon for the Fako Block, which borders the southeast portion of our Ndian River Block in the Rio del Rey Basin. The Fako Block petroleum contract provideshas an initial period of two years from the January 2012 effective date and may be extended into January 2018 at our election. In the event of commercial success, we have the right to develop and produce oil for a period of 20 years and gas for a period of 25 years from the grant of an exploitation authorization from the government, which may be extended for an extension of an exploration phase for a

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additional period of time that the Minister10 years under certain circumstances.

        Kosmos has acquired gravity, magnetic and 2D seismic data over selected portions of Industry, Mines and Technology Development deems necessary to complete any exploration drilling in progress at the endour Cameroon licenses. Cameroon's producing basins lie south of the exploration phase, with this extended period being at least six months. Current plans call for drilling activities to be in progress at the end of the current exploration phase and as such, we plan to apply for the extension in accordance with the petroleum contract and the regulations in force.

        Cameroon sitsprolific Niger Delta in the Gulf of Guinea adjacent to and south of the Niger Delta.Guinea. The coastal area and offshore portions of Cameroon are associated with two major but different geological basins. In the north and adjacent to the Niger deltaDelta is the Rio del Rey Basin. In addition to the oil province, there is a large outboard natural gas condensate province containing the Alba field.

        In January 2012, Kosmos entered into a license with Cameroon forThe Ndian River Block and portions of the Fako Block. Kosmos is the operator and has a 100% participating interest in the block. The block covers 318,519 acres (1,289 square kilometers) and borders the southeast portion of our Ndian River Block are located in the Rio del Rey Basin. We have $2.0 million in work commitments to perform exploration activities.The Fako Block also extends south into the Douala Basin.

        To date, Kosmos has acquired gravity, magnetic and 2D seismic data over selected portions of our Cameroon licenses. We have drilledThere are two exploration wells which discovered hydrocarbons in sub-commercial quantities, which were subsequently plugged and abandoned in the Kombe-N'sepe Block.

Our Cameroon Prospects

The following is a brief discussion of our onshore Cameroon prospectsprimary play types on the Ndian River Block, the Isongo (Miocene) turbidite structural play and the Upper Cretaceous structural play. The Isongo turbidite structural play focuses on the Miocene aged turbidite reservoirs charged from the traditional Rio Del Rey Tertiary source rocks. We will test this play type with our Sipo-1 exploration well, which spud in February 2013. The Isongo reservoir fairway constitutes the primary reservoir in multiple other oil and gas discoveries to




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the south. The Sipo prospect is located onshore, in the southern part of the Ndian River Block. It is a large structurally trapped anticline associated with multiple stacked targets within the Miocene Isongo Formation. The Upper Cretaceous structural play targets Upper Cretaceous reservoirs charged from Cretaceous source rocks.

        We are currently assessing prospectivity on our recently acquired Fako Block license area, and accordingly information concerning prospects, if any, on such recently acquired license area is not yet available. We currently are, and plan to continue, acquiring seismic information to assessassessing the prospectivity for this license area.

Sipo (formerly known as Liwenyi)Mauritania

        SipoIn June 2012, Kosmos successfully acquired three new petroleum contracts offshore Mauritania. The new exploration licenses are Offshore Blocks C8, C12 and C13. Kosmos is located onshore,the operator and holds a 90% participating interest in all blocks. The initial period of each contract is four years and may be extended to June 2022 at our election if certain requirements are met. Kosmos is currently in the southern partfirst exploration period of the Ndian River Block, withinblocks, expiring in June 2016. In the Rio del Reyevent 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.

        Offshore Blocks C8, C12 and C13 are located on the western margin of the proven petroleum system of the Mauritania Salt Basin. It isThe blocks are adjacent to a large structurally trapped anticline associatedproven petroleum system with multiple stackedthe primary targets withinbeing Cretaceous sediments on structure and stratigraphic traps. Available geologic and geophysical data has led to the Miocene Isongo Formation. Sipo is locatedinterpretation and mapping of possible Cretaceous basin floor fans outboard of the Salt Basin. The target prospects are basin floor fans over anticlinal structures. The Cretaceous source rocks penetrated by wells and typed to oils in the heart ofMauritania Salt Basin are the Isongo reservoir fairwaysame age as those which constitutes primary reservoir in the Alba and Esmeraldas fields in Equatorial Guinea and in Bowleven's recent IF and IEcharge oil and natural gas condensate discoveries in the Etinde Block to the south. Sipo is also situated along trend from the Etinde Block discoveries and in a similar trap type. An exploration well is anticipated to be drilled late in 2012.

Liwenyi Southfields throughout West Africa.

        Liwenyi SouthDuring the first half of 2013, the Company anticipates initiating a 2D seismic data acquisition program on approximately 6,000 line-kilometers, covering all three blocks. A 3D seismic program will be targeted for commencement in 2013. Information concerning prospects, if any, on such recently acquired license area is located onshore, in the southern part of the Ndian River Block, within the Rio del Rey Basin. It is a structurally trapped anticline associated with multiple stacked targets within the Miocene Isongo Formation. Liwenyi South is located in the next thrust sheet south from Sipo. It is located in the heart of the Isongo reservoir fairway, which constitutes primary reservoir in the Alba and Esmeraldas Fields in Equatorial Guinea and in the recent IF and IE oil and natural gas condensate discoveries in the Etinde Block to the south. Liwenyi South is also situated along trend from the Etinde Block discoveries and in a similar trap type. An exploration well is anticipated to be drilled post 2012.

Meme

        Meme is located onshore, in the southern part of the Ndian River Block, within the Rio del Rey Basin. It is a faulted three-way closure trapped on the downthrown side of a

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three-way trapping fault and is comprised of several targets within the Miocene Isongo Formation. Meme is located along trend with the Alba and Esmeraldas Fields in Equatorial Guinea. An exploration well is scheduled to be drilled post 2012.

BamussoMorocco

        Bamusso is located onshore, in the southern part of the Ndian River Block, within the Rio del Rey Basin. It is a fault trap within the Upper Cretaceous section. An exploration well is anticipated to be drilled post 2012.

Morocco

        During 2011, Kosmos pursued an acreage acquisition program offshore the Kingdom of Morocco and by year-end had acquired two new petroleum contracts, renewed an existing petroleum contract and acquired a new reconnaissance contract.contract in Morocco. Our exploration licenses currently include the Cap Boujdour Offshore Block, which is within the Aaiun Basin, and the Essaouira Offshore Block and the Foum Assaka Offshore Block, which are within the Agadir Basin. Our reconnaissance contract is over the Tarhazoute Offshore area within the Agadir Basin.

        Kosmos is the operator of the Cap Boujdour Offshore Block and has a 75% participating interest. We are currently in the first exploration period, which was recently extended to March 2014. The exploration phase may be extended up to eight years from the September 2011 effective date, or to September 2019. In the event of commercial success, we have the right to develop and produce oil or gas for a period of 25 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.

        This block is located within the Aaiun Basin, along the Atlantic passive margin and covers a high-graded area within the original Boujdour Offshore Block which expired in February 2011. Detailed seismic sequence analysis suggests the possible existence of stacked deepwater turbidite systems throughout the region. The scale of the license area has allowed us to identify multiple distinct exploration fairways on this block, each having independent play risks, providingwhich provide substantial exploration opportunities. Based in part on a 3D seismic survey, we have been able to identify prospect inventory20 prospects through trap identification, detailed structural

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analysis, and depositional history mapping. The primary prospect types consist of well imaged Lower Cretaceous age slope channels and fans draped over anticlinal structures or in three-ways fault traps. The prospects exist in water depths varying from 1,000 to 3,000 meters. See "Item 1A. Risk Factors—A portion of our asset portfolio is in Western Sahara, and we could be adversely affected by the political, economic and military conditions in that region. Our exploration licenses in this region conflict with exploration licenses issued by the Sahrawai Arab Democratic Republic."

        Kosmos is the operator of the Foum Assaka Offshore Block and has a 37.5% participating interest. Upon receipt of approval fromBlock. In October 2012, the Moroccan government we will acquireissued a joint ministerial order approving our acquisition of an additional 18.75% participating interest in the Foum Assaka Offshore Block from Pathfinder Hydrocarbon Ventures, Ltd. ("Pathfinder"), a wholly owned subsidiary of Fastnet Oil and Gas plc ("Fastnet"), one of our block partners. Upon receipt of this order, we closed the acquisition of such additional participating interest with Pathfinder and have a 56.25% participating interest. We expect final governmental processes required to officially reflect the acquisition under Moroccan law to be completed in due course.

        We are currently in the first exploration period, which is for two and one-half years from its effective date (July 1, 2011) ending in December 2013. The exploration phase may be extended to July 2019 at our election. In the event of commercial success, we have the right to develop and produce oil or gas for a period of 25 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.

        Kosmos is the operator of the Essaouira Offshore Block and has a 37.5% participating interest. We are currently in the first exploration period, which is for two and one-half years from its effective date (November 8, 2011) ending in May 2014. The exploration phase may be extended to November 2019 at our election. In the event of commercial success, we have the right to develop and produce oil or gas for a period of 25 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.

        Kosmos isDuring the operator and holderfirst quarter of a2013, we closed an acquisition to acquire an additional 37.5% participating interest in the Essaouira Offshore Block from Canamens Energy Morocco SARL, one of our block partners. We expect final governmental processes required to officially reflect the acquisition under Moroccan law to be completed in due course. After giving effect to this acquisition, our participating interest in the Essaouira Offshore Block will be 75%.

        In September 2012, as provided under the reconnaissance contract, coveringwe provided notification of intent to theOffice National des Hydrocarbures et des Mines ("ONHYM") to enter into a petroleum contract for the Tarhazoute Offshore areaarea. Negotiation of the petroleum contract and hasassociated documents is currently ongoing. We anticipate we will be the operator of the block and will have a 100%75% participating interest. The Tarhazoute Offshore area is located offshore Morocco in the Agadir Basin between the Company's Essaouira and Foum Assaka Offshore Blocks. The reconnaissance contract has a one-year term, extendable for an additional six months, after which the Company has the right to enter into a petroleum contract for the acreage.

        The Foum Assaka Offshore Block, Essaouira Offshore Block and Tarhazoute Offshore area are located in the Agadir Basin. The Agadir Basin sediments comprise thick sequences of Lower to Upper Cretaceous sequences consisting of channels and lobes. A working petroleum system has been established in the basinonshore area of the Agadir Basin based on onshore and shallow offshore wells.

        In our new license areas, we have $12.5 million, Well control, geological and geochemical studies suggest possible Cretaceous and Jurassic source rocks are located in the offshore Agadir Basin. The offshore Agadir Basin sediments are interpreted to comprise thick sequences of which some was incurred in 2011, in work commitmentsLower to perform exploration activities. WeUpper Cretaceous age formations consisting of deep water channels and lobes. The interpreted prospects trapping styles are currently acquiring 3D seismic data on the Foum Assaka Offshorevaried and Essaouira Offshore Blocksinclude pre-salt ponded slope fans, salt domes, salt cored anticlines and may drill an exploratory well in Morocco as early as 2013.sub-salt structures.

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Our Moroccan Prospects        The Company has fulfilled the 3D seismic acquisition requirements for the Foum Assaka Offshore Block and Essaouira Offshore Block by acquiring approximately 4,900 square kilometers of 3D seismic data across the blocks. We are in process of interpreting the results of the newly acquired 3D seismc and pre-existing data, and may drill an exploration well as early as late 2013.

The following is a brief discussion of our prospects on the Cap Boujdour Offshore Block.        We are currently assessing prospectivity on our recently acquired license areasAgadir Basin acreage (Foum Asska, Essaouira and Tarhazoute) in Morocco, and accordingly information concerning prospects, if any, on such recently acquired license areas is not yet available. We currently are, and plan to continue, acquiringto process seismic information to assess the prospectivity for these license areas.

Gargaa

        Gargaa is located offshore in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 5,250 to 6,500 feet (1,600 to 2,000 meters). It is one of four large four-way closures which sit on a 328 mile (100 kilometer) long anticline containing multiple stacked targets within the Early Cretaceous Valanginian through Hauterivian sections. 3D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

Argane

        Argane is located offshore, in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 4,600 to 6,000 feet (1,400 meters to 1,800 meters). It is one of four large four-way closures which sit on a 328 mile (528 kilometers) long anticline containing multiple stacked targets within the Early Cretaceous Valanginian through Hauterivian sections. 3D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

Safsaf

        Safsaf is located offshore, in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 8,200 to 9,500 feet (2,500 to 2,900 meters). It is a large four-way closure with a stratigraphic trapping element located over a anticline and containing multiple stacked targets within the Early Cretaceous Valanginian through Hauterivian sections. 3D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

Aarar

        Aarar is located offshore, in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 6,500 to 8,500 feet (2,000 to 2,600 meters). It is one of four, large, four-way closures which sit on a 328 mile (528 kilometer) long compressional anticline containing multiple stacked targets within the Early Cretaceous Valanginian through Hauterivian sections. 2D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

Zitoune

        Zitoune is located offshore, in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 6,250 to 7,500 feet (1,900 to 2,300 meters). It is one of four, large, four-way closures which sit on a 328 mile (528 kilometer) long anticline containing multiple stacked targets within the Early Cretaceous Valanginian through Hauterivian sections. 2D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

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Al ArzSuriname

        Al Arz is located offshore, in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 1,300 to 2,000 feet (400 to 600 meters). It is a large, three-way fault closure on the upthrown side of a three-way trapping fault containing multiple stacked targets within the Early Cretaceous Hauterivian through Albian sections. 2D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

Felline

        Felline is located offshore, in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 7,200 to 7,900 feet (2,200 to 2,400 meters). It is a large, four-way closure containing multiple stacked targets within the Early Cretaceous through Albian sections. 2D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

Nakhil

        Nakhil is located offshore, in the southern part of the Cap Boujdour Offshore Block, within the Aaiun Basin, in water depths of approximately 3,600 to 4,250 feet (1,100 to 1,300 meters). It is a large, four-way closure containing multiple stacked targets within the Early Cretaceous through Albian sections. 2D seismic data has been used to define its depositional and structural history. An exploration well is anticipated to be drilled post 2012.

Barremian Tilted Fault Block Play

        An additional eight prospects have been defined on our existing 2D and 3D seismic database; these consist of a variety of three-way fault closures with targets in the Early Cretaceous age. Exploration wells are anticipated to be drilled post 2012.

Suriname

        Kosmos' new ventures effort extended beyond our historical West Africa focus area as we entered into two petroleum contracts in South America. In December 2011,        Kosmos entered intohas petroleum contracts covering Block 42 and Block 45 offshore Suriname. In November 2012, Kosmos isfinalized the operator and hasassignment of a 100%50% participating interest in both blocks.Block 42 and Block 45 to Chevron Global Energy Inc. ("Chevron") reducing its original interest from 100%. Kosmos retains a 50% participating interest in the blocks and remains the operator for the exploration phase of the petroleum contracts.

        The initial period for Block 42 offshore Suriname is for 4 years from its effective date (December 12, 2011). The Block 42 exploration phase may be extended to December 2020 at our election. Kosmos is currently in the first exploration period ending on December 13, 2015. 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.

        The initial period for Block 45 offshore Suriname is for three years from its effective date (December 12, 2011). The Block 45 exploration phase may be extended to December 2018 at our election. Kosmos is currently in the first exploration period ending on December 13, 2014. 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.

        Our blocks in Suriname are located within the Guyana-Suriname Basin, along the Atlantic passive margin of northern South America. The basin resulted from rock deformation caused by tensional forces associated with the opening of the Atlantic Ocean, as South America separated from Africa in the mid-Cretaceous period. This basin has experienced the same geologic forces which occurred along the transform margin of Africa and, therefore, we believe the basin's petroleum system to be analogous to petroleum systems seen in West Africa. A petroleum system in Suriname has been proven by the presence of onshore producing fields.

        In our new license areas,During 2012, we have $13.7 million in work commitments to perform exploration activities. We plan to acquirecompleted a 3D seismic data acquisition program which covered approximately 3,900 square kilometers of portions of Block 42 and Block 45 offshore Suriname. The processing of this seismic data is expected to be completed in late 2013.

        We believe the play types offshore Suriname are relatively similar to those offshore West Africa. We believe the subsurface underlying the deep water offshore Suriname may contain subtle stratigraphic traps similar to those discovered offshore Ghana in our blocksJubilee field. Target reservoirs are Upper and Middle Cretaceous age basin floor fans and mid-slope channel sands which may have good lateral continuity. The Tambaredjo and Calcutta Fields onshore Suriname prove that a working petroleum system exists in the area. Geological and geochemical studies suggest the hydrocarbons in these fields were generated in source rocks located over 100 miles offshore Suriname in 2012the area of our petroleum contracts. The source rocks are believed to further definebe the same ones which charged giant fields offshore West Africa. We are currently assessing prospectivity on our recently acquired license areas in Suriname, and accordingly information concerning prospects, if any, on such recently acquired license areas is not yet available. We currently are, and plan to continue, to process seismic information to assess the blocks.prospectivity for these license areas.

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Our Reserves

        The following table sets forth summary information about our estimated proved reserves as of December 31, 2011.2012. See "Item 8. Financial Statements and Supplementary Data—Supplemental Oil and Gas Data (Unaudited)" for additional information.

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        All of our estimated proved reserves as of December 31, 2012, 2011 and 2010 were attributable to theassociated with our Jubilee Field in Ghana.

Summary of Oil and Gas Reserves as of December 31, 2011

        AllChanges for the year ending December 31, 2012, include a reclassification of our15 MMBbl of proved undeveloped reserves ("PUDs") at December 31, 2011, 2010 and 2009, were associated with ourto proved developed reserves related to the successful remediation efforts in treating the near wellbore productivity issues on certain of the producing wells in the Jubilee Field and continued field developmental drilling in Ghana.the Jubilee Field. Additional changes include a decrease of 14 Bcf in proved gas reserves due to a decrease in our estimate of fuel gas which will be utilized for operating the FPSO.

        Changes for the year ending December 31, 2011, include an increase of 8 MmbblMMBbl of proved undeveloped oil reserves due to the reclassification of some of the proved developed producing volumes to proved undeveloped for volumes related to the remediation efforts to mitigate the near wellbore productivity issues on certain of the producing wells in the Jubilee Field and an increase in our Jubilee Field unit interest. Additional changes include an increase of 4 Bcf in proved undeveloped gas reserves due to an increase in our Jubilee Field unit interest (see "Item 8. Financial Statements and Supplementary Data—Note 4—Jubilee Field Unitization") and an increase in the estimated gas reserves to be used as fuel gas for operating the FPSO.

        Changes for the year ending December 31, 2010, include a decrease of 35 MmbblMMBbl of proved undeveloped oil reserves, associated with reclassification to proved developed, resulting from first oil in the Jubilee Field on November 28, 2010. Additional changes include an increase of 4 Bcf, associated with the booking of gas reserves to be utilized as fuel gas for operating the FPSO.

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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

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December 31, 2011.2012. All estimated future net revenues are attributable to projected production from the Jubilee Field in Ghana.

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Estimated proved reserves

        Unless otherwise specifically identified in this report, the summary data with respect to our estimated proved reserves presented above has been prepared by Netherland, Sewell & Associates, Inc. ("NSAI"), our independent reserve engineering firm, 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 and adjusted for imbalances. 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, 20112012 are based on costs in effect at December 31, 20112012 and the 12-month unweighted arithmetic average of the first-day-of-the-month price for the fiscal year ending December 31, 2011,2012, 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 that prices and costs will remain constant. See "Item 1A. Risk Factors—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."

Independent petroleum engineers

        NSAI, our independent reserve engineers, was established in 1961. Over the past 50 years, NSAI has provided services to the worldwide petroleum industry that include the issuance of reserves reports and audits, acquisition and divestiture evaluations, simulation studies, exploration resources assessments, equity determinations, and management and advisory services. NSAI professionals subscribe to a code of professional conduct and NSAI is a Registered Engineering Firm in the State of Texas.

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        For the years ended December 31, 2012, 2011 2010 and 2009,2010, we engaged NSAI 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

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PV-10 for the periods indicated therein. Our estimated reserves at December 31, 20112012 and related future net revenues and PV-10 at December 31, 20112012 are taken from reports prepared by NSAI, adjusted for imbalances, in accordance with petroleum engineering and evaluation principles which NSAI believes are commonly used in the industry and definitions and current regulations established by the SEC. The December 31, 20112012 reserve report was completed on February 16, 2012,January 28, 2013, and a copy is included as an exhibit to this report.

        In connection with the preparation of the December 31, 2012, 2011 2010 and 20092010 reserves reports, NSAI prepared its own estimates of our proved reserves. In the process of the reserves evaluation, NSAI 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 NSAI which brought into question the validity or sufficiency of any such information or data, NSAI 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. NSAI 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. NSAI issued a report on our proved reserves at December 31, 2011,2012, based upon its evaluation. NSAI's primary economic assumptions in estimates included an ability to sell oil at a price of $111.04/bbl,$112.61/Bbl, a certain level of capital expenditures necessary to complete the Jubilee Field development program and the exercise of GNPC's back-in right on the Jubilee Field development. The assumptions, data, methods and precedents were appropriate for the purpose served by these reports, and NSAI used all methods and procedures as it considered necessary under the circumstances to prepare the report.

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, NSAI 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

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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

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techniques include, but are not limited to, nodal analysis, material balance, and numerical flow simulation.

Internal controls over reserves estimation process

        In our technical services team, we currently maintain an internal staff of eight petroleum engineering and geoscience professionals with significant international experience that contribute to our Reserve and Resource Reporting Process.Management System. This team works closely with NSAI to ensure the integrity, accuracy and timeliness of data furnished to NSAI in their reserve and resource estimation process. Our technical services team is responsible for overseeing the preparation of our reserves estimates. Our technical services team 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 Bachelor of Science degree in petroleum engineering.engineering or geology. The NSAI technical persons primarily responsible for preparing the estimates set forth in the NSAI reserves report incorporated herein are Mr. Joseph J. Spellman and Mr. Daniel T. Walker. Mr. Spellman has been practicing consulting petroleum engineering at NSAI since 1989. Mr. Spellman is a Licensed Professional Engineer in the State of Texas (No. 73709) and has over 30 years of practical experience in petroleum engineering. He graduated from University of Wisconsin-Platteville in 1980 with a Bachelor of Science Degree in Civil Engineering. Mr. Walker has been practicing consulting petroleum geology at NSAI since 1993. Mr. Walker is a Licensed Professional Geoscientist in the State of Texas, Geology (No. 1272) and has over 30 years of practical experience in petroleum geoscience. He graduated from Michigan State University in 1980 with a Bachelor of Science Degree in Geology. Both technical principals meet or exceed 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; both are 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 reviews the processes utilized in the development of our ReservesResource Management System and Resource Reporting Processreserve estimates on an annual basis. In addition, our technical services 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 technical/operations management and senior technical staff review reserves and reserveresource estimates with representatives from our independent reserve engineers.

        For the years ended December 31, 2011, 2010 and 2009, we engaged NSAI, independent petroleum engineers, to prepare independent estimates of the extent and value of the proved reserves associated with certain of our oil and gas properties. See "—Independent petroleum engineers" above for further information regarding NSAI's report.on an annual basis.

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License Areas

        The following table sets forth certain information regarding the developed and undeveloped portions of our license areas as of December 31, 20112012 for the countries in which we currently operate.

(1)

Net acreage based on Kosmos' workingparticipating interest, before the exercise of any options or back-in rights. Our net acreage in Ghana may be affected by any redetermination of interests in the Jubilee Unit. See "Item 1A. Risk Factors—The unit partners' respective interests in the Jubilee Unit are subject to redetermination and our interests in such unit may decrease as a result."

(2)

The seven-year exploration phase of the WCTP PA expired on July 21, 2011. The WCTP "Undeveloped Area" reflected in the table above represents (i) acreage within the fourthree discovery areas (Teak, Banda, Akasa and Mahogany East)Mahogany) that were not subject to relinquishment on the expiry of the exploration phase, WCTP Undeveloped Area reflected in(ii) the table above includesarea relating to the Cedrela prospect, and (iii) the development and production Areaarea relating to the Mahogany EastPoD. The "Undeveloped Area" does not include the Banda discovery area which was relinquished in January 2013 as we do not consider this discovery to be commercially viable. The Mahogany PoD which is the subject of a Notice of Dispute with the Ministry of Energy and GNPC and is currently under discussion withbetween the WCTP Block partners, GNPC and the Ministry of Energy (see "—Our Ghanaian Discoveries—WCTP Block Discoveries"). Additionally, the WCTP Undeveloped Area in the table above includes acreage within the area relating to theThe Cedrela prospect that was to be drilled by the Cedrela-1 exploration well; but which is the subject of a Notice of Force Majeure and a Notice of Dispute with the Ministry of Energy and GNPC and is currently under discussion amongbetween the Company, GNPC and the Ministry of Energy.

(3)

Does not include the reconnaissance contract for the Tarhazoute area offshore the Kingdom of Morocco as we do not currently have a license for this area. This block covers 1,915,932 gross acres (7,754 square kilometers) and is located offshore in the Agadir Basin immediately between our Essaouria Offshore and Foum Assaka Offshore Blocks.

(4)

Does not include In September 2012, Kosmos provided notification of intent to the Moroccan government to enter into a petroleum contract for the Fako Block in Cameroon, which we entered into in January 2012. The block covers 318,519 acres (1,289 square kilometers)Tarhazoute Offshore area. Negotiation of the petroleum contract and borders the southeast portion of our Ndian River Block in the Rio del Rey Basin.associated documents is currently ongoing.

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Drilling activity

        The results of oil and natural gas wells drilled and completed for each of the last three years were as follows: