EX-99.2
6
tm2129759d2_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
Anadarko WCTP Company
sold to Kosmos Energy Ghana Holdings Limited, a wholly-owned subsidiary of Kosmos Energy Ltd.'s Statements of Revenues and Direct
Operating Expenses for the Oil and Gas Assets
June 30, 2021 and 2020
ANADARKO WCTP COMPANY SOLD TO KOSMOS ENERGY
GHANA HOLDINGS LIMITED, A WHOLLY-OWNED SUBSIDIARY OF KOSMOS ENERGY LTD.
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(832) 636-1000
Independent Auditors' Review Report
The Board of Directors
Anadarko WCTP Company:
Report on the Financial Statements
We have reviewed the accompanying Statement of Revenues and Direct
Operating Expenses for the Oil and Gas Assets of WCTP Company sold to Kosmos Energy Ghana Holdings Limited, a wholly-owned subsidiary
of Kosmos Energy Ltd., (the "Statements") for the three-month
and six-month periods ended June 30, 2021 and 2020.
Management's Responsibility
The Company's management is responsible for the preparation and
fair presentation of the interim financial information in accordance with U.S. generally accepted accounting principles; this responsibility
includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation
and fair presentation of interim financial information in accordance with U.S. generally accepted accounting principles.
Auditors' Responsibility
Our responsibility is to conduct our reviews in accordance with auditing
standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim
financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted
in the United States of America, the objective of which the expression of an opinion regarding the financial information. Accordingly,
we do not express such an opinion.
Conclusion
Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying interim financial information for them to be in accordance with U.S. generally accepted accounting
principles.
Emphasis of Matter
As described in note 2, the accompanying Statements were prepared for
the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete
presentation of the operations of the properties.
/s/ KPMG LLP
Houston, Texas
October 13, 2021
2
ANADARKO WCTP COMPANY SOLD
TO KOSMOS ENERGY GHANA
HOLDINGS LIMITED, A WHOLLY-OWNED SUBSIDIARY OF KOSMOS
ENERGY LTD.'S
STATEMENTS OF REVENUES AND
DIRECT OPERATING EXPENSES
Three Months Ended June 30,
Six Months Ended
June 30,
in thousands
2021
2020
2021
2020
Revenues
Oil and condensate sales
$
43,365
$
49,635
$
154,123
$
141,415
Total revenues
43,365
49,635
154,123
141,415
Direct Operating Expenses
Direct operating expenses
13,064
19,580
29,387
39,913
Total direct operating expenses
13,064
19,580
29,387
39,913
Excess of Revenues Over Direct Operating Expenses
$
30,301
$
30,056
$
124,736
$
101,502
See accompanying notes to
the Statements of Revenues and Direct Operating Expenses.
3
Anadarko WCTP
Company sold to Kosmos Energy Ghana Holdings
Limited, a wholly-owned subsidiary of Kosmos Energy Ltd.
1.
Background Information
Occidental Petroleum
Corporation's fully-consolidated subsidiary, Anadarko WCTP Company (the "Company"), engages, through unincorporated
joint operations, in oil and gas exploration, development, and production activities in the Tullow Oil-operated Jubilee and TEN fields
of the Deepwater Tano ("DWT') and West Cape Three Points ("WCTP") Blocks, respectively, located in offshore Ghana
(the "Ghana Properties"). The Company accounts for its interest in the joint operations using the proportionate consolidation
method, whereby the Company recognizes its share of assets, liabilities, and expenses under the Company's accounting policies.
The Company
plans to divest its entire Joint Operating Agreement working interest ("JOA Interest") of approximately 20% in the Ghana assets
to two independent third party buyers, Kosmos Energy Ghana Holdings Limited, a wholly-owned subsidiary of Kosmos Energy Ltd. ("Kosmos")
and Ghana National Petroleum Corporation ("GNPC"). Under the terms of the PSA, under the creation of the new Cayman entity,
Jubilee Oil Holdings Limited, the Company will assign a 7% JOA interest in both the DWT and WCTP blocks. This results in an assignment
of approximately a 6.1% interest the Jubilee Unit Area and approximately an additional 6.0% interest in the TEN fields to GNPC. Kosmos
will acquire the Company, which will include the remaining JOA Interests. Unless otherwise noted, amounts presented in the accompanying
Statements of Revenues and Direct Operating Expenses of Occidental Petroleum Corporation's Ghana Properties (the "Statements"),
the Notes to the Statements, and the Supplementary Oil and Gas Disclosures represent the portion of the Company's assets sold to
Kosmos, which is approximately 65% of the Company's interest in the TEN field and approximately 75% of the Company's interest
in the Jubilee field, as allocated by the respective contractual production participation interests in each of the fields.
Under the DWT
Joint Operating Agreement, certain joint venture partners have pre-emption rights (the "Pre-Emption Rights") with respect
to the Company's Assets that, if fully exercised, could reduce the ultimate interest sold to Kosmos. This right is exercisable for
a 30-day period beginning from the date of close. If this right is exercised by a joint venture partner, such joint venture partner would
compensate Kosmos for the interest it obtains. All financial data and supplemental oil and natural gas reserve information presented herein,
assumes that such rights are not exercised.
The Company's
address in Ghana is Office 3D, Silver Star Towers, Accra Airport City, Ghana. The Company is currently producing from the Jubilee and
TEN fields, The Jubilee unit straddles both DWT and WCTP contract areas, while the TEN field is exclusively within the DWT contract area.
2.
Summary of Significant Accounting Policies
Basis of Presentation
The
Statements include revenues from the sale of crude oil and direct operating expenses for the periods ended June 30, 2021 and 2020 for
approximately
65% of the Company's interest in the TEN field and approximately
75% of the Company's interest in the Jubilee field
. Revenues and direct operating expenses included in the Statements are
presented on the accrual basis of accounting, and as the Ghana properties were not accounted for or operated as a separate segment, division,
or entity by the parent entity, complete financial statements under U.S. generally accepted accounting principles are not available or
practicable to produce. The Statements are not intended to be a complete presentation of the results of operations of the Ghana Properties
and may not be representative of future operations as they do not include indirect general and administrative expenses; interest expense;
depreciation, depletion, and amortization; provision for income taxes; and certain other revenues and expenses not directly associated
with revenues from the sale of crude oil.
Use of Estimates
Accounting
principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts
reported in the Statements. These estimates and assumptions are based on management's best estimates and judgment. Actual results
may differ from those estimates.
4
Anadarko WCTP
Company sold to Kosmos Energy Ghana Holdings
Limited, a wholly-owned subsidiary of Kosmos Energy Ltd.
Revenues
The Company's
crude oil production is sold to a marketing affiliate, Anadarko Energy Services Company ("AESC"), who then subsequently markets
the production to third parties. The Company recognizes sales revenues for crude oil once each cargo lifting has occurred and title has
transferred to AESC.
Direct Operating Expenses
Production
expenses are recognized when incurred and include (a) routine operating expenses and non-routine operating expenses; (b) marketing expenses;
and (c) workover costs.
3.
Related Party Transactions
All of the Company's
crude oil is sold to AESC.
4.
Commitments
As of June 30 2021, the Company's tax returns for
the Ghana Properties for years 2014-2018 are under audit.
5.
Contingencies
The Company has no contingent
liabilities at the reporting date.
6.
Subsequent Events
The Company
has evaluated subsequent events through October 13, 2021, the date the Statements were available to be issued, and has concluded there
are no material subsequent events that would require disclosure in these financial statements.
5

EX - 99 . 2 6 tm2129759d2 _ ex99 - 2 . htm EXHIBIT 99 . 2 Exhibit 99 . 2 Anadarko WCTP Company sold to Kosmos Energy Ghana Holdings Limited , a wholly - owned subsidiary of Kosmos Energy Ltd . 's Statements of Revenues and Direct Operating Expenses for the Oil and Gas Assets June 30 , 2021 and 2020 ANADARKO WCTP COMPANY SOLD TO KOSMOS ENERGY GHANA HOLDINGS LIMITED , A WHOLLY - OWNED SUBSIDIARY OF KOSMOS ENERGY LTD . 1201 Lake Robbins Drive The Woodlands , Texas 77380 - 1046 ( 832 ) 636 - 1000 Independent Auditors ' Review Report The Board of Directors Anadarko WCTP Company : Report on the Financial Statements We have reviewed the accompanying Statement of Revenues and Direct Operating Expenses for the Oil and Gas Assets of WCTP Company sold to Kosmos Energy Ghana Holdings Limited , a wholly - owned subsidiary of Kosmos Energy Ltd . , ( the " Statements " ) for the three - month and six - month periods ended June 30 , 2021 and 2020 . Management 's Responsibility The Company 's management is responsible for the preparation and fair presentation of the interim financial information in accordance with U . S . generally accepted accounting principles ; this responsibility includes the design , implementation , and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with U . S . generally accepted accounting principles . Auditors ' Responsibility Our responsibility is to conduct our reviews in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information . A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters . It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America , the objective of which the expression of an opinion regarding the financial information . Accordingly , we do not express such an opinion . Conclusion Based on our reviews , we are not aware of any material modifications that should be made to the accompanying interim financial information for them to be in accordance with U . S . generally accepted accounting principles . Emphasis of Matter As described in note 2 , the accompanying Statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and are not intended to be a complete presentation of the operations of the properties . / s / KPMG LLP Houston , Texas October 13 , 2021 2 ANADARKO WCTP COMPANY SOLD TO KOSMOS ENERGY GHANA HOLDINGS LIMITED , A WHOLLY - OWNED SUBSIDIARY OF KOSMOS ENERGY LTD . 'S STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES Three Months Ended June 30 , Six Months Ended June 30 , in thousands 2021 2020 2021 2020 Revenues Oil and condensate sales $ 43,365 $ 49,635 $ 154,123 $ 141,415 Total revenues 43,365 49,635 154,123 141,415 Direct Operating Expenses Direct operating expenses 13,064 19,580 29,387 39,913 Total direct operating expenses 13,064 19,580 29,387 39,913 Excess of Revenues Over Direct Operating Expenses $ 30,301 $ 30,056 $ 124,736 $ 101,502 See accompanying notes to the Statements of Revenues and Direct Operating Expenses . 3 Anadarko WCTP Company sold to Kosmos Energy Ghana Holdings Limited , a wholly - owned subsidiary of Kosmos Energy Ltd . 1 . Background Information Occidental Petroleum Corporation 's fully - consolidated subsidiary , Anadarko WCTP Company ( the " Company " ) , engages , through unincorporated joint operations , in oil and gas exploration , development , and production activities in the Tullow Oil - operated Jubilee and TEN fields of the Deepwater Tano ( " DWT ' ) and West Cape Three Points ( " WCTP " ) Blocks , respectively , located in offshore Ghana ( the " Ghana Properties " ) . The Company accounts for its interest in the joint operations using the proportionate consolidation method , whereby the Company recognizes its share of assets , liabilities , and expenses under the Company 's accounting policies . The Company plans to divest its entire Joint Operating Agreement working interest ( " JOA Interest " ) of approximately 20 % in the Ghana assets to two independent third party buyers , Kosmos Energy Ghana Holdings Limited , a wholly - owned subsidiary of Kosmos Energy Ltd . ( " Kosmos " ) and Ghana National Petroleum Corporation ( " GNPC " ) . Under the terms of the PSA , under the creation of the new Cayman entity , Jubilee Oil Holdings Limited , the Company will assign a 7 % JOA interest in both the DWT and WCTP blocks . This results in an assignment of approximately a 6 . 1 % interest the Jubilee Unit Area and approximately an additional 6 . 0 % interest in the TEN fields to GNPC . Kosmos will acquire the Company , which will include the remaining JOA Interests . Unless otherwise noted , amounts presented in the accompanying Statements of Revenues and Direct Operating Expenses of Occidental Petroleum Corporation 's Ghana Properties ( the " Statements " ) , the Notes to the Statements , and the Supplementary Oil and Gas Disclosures represent the portion of the Company 's assets sold to Kosmos , which is approximately 65 % of the Company 's interest in the TEN field and approximately 75 % of the Company 's interest in the Jubilee field , as allocated by the respective contractual production participation interests in each of the fields . Under the DWT Joint Operating Agreement , certain joint venture partners have pre - emption rights ( the " Pre - Emption Rights " ) with respect to the Company 's Assets that , if fully exercised , could reduce the ultimate interest sold to Kosmos . This right is exercisable for a 30 - day period beginning from the date of close . If this right is exercised by a joint venture partner , such joint venture partner would compensate Kosmos for the interest it obtains . All financial data and supplemental oil and natural gas reserve information presented herein , assumes that such rights are not exercised . The Company 's address in Ghana is Office 3D , Silver Star Towers , Accra Airport City , Ghana . The Company is currently producing from the Jubilee and TEN fields , The Jubilee unit straddles both DWT and WCTP contract areas , while the TEN field is exclusively within the DWT contract area . 2 . Summary of Significant Accounting Policies Basis of Presentation The Statements include revenues from the sale of crude oil and direct operating expenses for the periods ended June 30 , 2021 and 2020 for approximately 65 % of the Company 's interest in the TEN field and approximately 75 % of the Company 's interest in the Jubilee field . Revenues and direct operating expenses included in the Statements are presented on the accrual basis of accounting , and as the Ghana properties were not accounted for or operated as a separate segment , division , or entity by the parent entity , complete financial statements under U . S . generally accepted accounting principles are not available or practicable to produce . The Statements are not intended to be a complete presentation of the results of operations of the Ghana Properties and may not be representative of future operations as they do not include indirect general and administrative expenses ; interest expense ; depreciation , depletion , and amortization ; provision for income taxes ; and certain other revenues and expenses not directly associated with revenues from the sale of crude oil . Use of Estimates Accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the amounts reported in the Statements . These estimates and assumptions are based on management 's best estimates and judgment . Actual results may differ from those estimates . 4 Anadarko WCTP Company sold to Kosmos Energy Ghana Holdings Limited , a wholly - owned subsidiary of Kosmos Energy Ltd . Revenues The Company 's crude oil production is sold to a marketing affiliate , Anadarko Energy Services Company ( " AESC " ) , who then subsequently markets the production to third parties . The Company recognizes sales revenues for crude oil once each cargo lifting has occurred and title has transferred to AESC . Direct Operating Expenses Production expenses are recognized when incurred and include ( a ) routine operating expenses and non - routine operating expenses ; ( b ) marketing expenses ; and ( c ) workover costs . 3 . Related Party Transactions All of the Company 's crude oil is sold to AESC . 4 . Commitments As of June 30 2021 , the Company 's tax returns for the Ghana Properties for years 2014 - 2018 are under audit . 5 . Contingencies The Company has no contingent liabilities at the reporting date . 6 . Subsequent Events The Company has evaluated subsequent events through October 13 , 2021 , the date the Statements were available to be issued , and has concluded there are no material subsequent events that would require disclosure in these financial statements . 5
O O O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY I-Parties.SELLING_COMPANY O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O