Kosmos Energy Ltd. — Earnings Release 2011

Nov 10, 2011

8-K 1 a11-29646_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934*

Date of Report (Date of earliest event reported):

*November 10, 2011*

*KOSMOS ENERGY LTD.*

(Exact name of registrant as specified in its charter)

Bermuda	001-35167	98-0686001
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Clarendon House
2 Church Street
Hamilton, Bermuda	HM 11
(Address of principal executive offices)	(Zip Code)

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SEQ.=1,FOLIO='',FILE='C:\JMS\106729\11-29646-1\task4960578\29646-1-ba.htm',USER='106729',CD='Nov 10 07:01 2011'

*Item 2.02 Results of Operations and Financial Condition.*

On November 10, 2011, Kosmos Energy Ltd. (the “Company”) issued a press release announcing results for the fiscal quarter ended September 30, 2011. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

The Company’s press release announcing its financial results for its fiscal quarter ended September 30, 2011 contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

The information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

*Item 7.01 Regulation FD Disclosure.*

On November 10, 2011, the Company issued a press release announcing results for the fiscal quarter ended September 30, 2011. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

*Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits . The following exhibit is furnished as part of this current report on Form 8-K:

99.1 Press Release dated November 10, 2011 announcing results for the fiscal quarter ended September 30, 2011.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\106729\11-29646-1\task4960578\29646-1-ba.htm',USER='106729',CD='Nov 10 07:01 2011'

*SIGNATURE*

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ W. Greg Dunlevy
W. Greg Dunlevy,
Chief Financial Officer and Executive Vice President

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\106729\11-29646-1\task4960578\29646-1-ba.htm',USER='106729',CD='Nov 10 07:01 2011'

*INDEX TO EXHIBITS*

Exhibit No.	Description
99.1	Press Release dated November 10, 2011 announcing results for the fiscal quarter ended September 30, 2011.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\106729\11-29646-1\task4960578\29646-1-ba.htm',USER='106729',CD='Nov 10 07:01 2011'