8-K

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): February 27, 2014

Cobalt International Energy, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-34579	27-0821169
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Cobalt Center 920 Memorial City Way, Suite 100 Houston, Texas	77024
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 579-9100

N/A

(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:

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))

Item 2.02.Results of Operations and Financial Condition.

On February 27, 2014, Cobalt International Energy, Inc. (the “Company”) reported fourth quarter and year-end 2013 financial results. A conference call to discuss these results is scheduled for 10:00 a.m. Central time on February 27, 2014. The conference call can be accessed live over the telephone by dialing (877) 705-6003, or for international callers, (201) 493-6725. A replay will be available shortly after the call and can be accessed by dialing (877) 870-5176, or for international callers, (858) 384-5517. The passcode for the replay is 13575798. The replay will be available until March 13, 2014.

For additional information regarding the Company’s fourth quarter and year-end 2013 financial results, please refer to the Company’s press release attached to this report as Exhibit 99.1 (the “Press Release”), which Press Release is incorporated by reference herein.

The information in the Press Release is being furnished, not filed, pursuant to Item 2.02. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.                 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated February 27, 2014

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SIGNATURE

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

Date: February 27, 2014

Cobalt International Energy, Inc.
By:	/s/ Jeffrey A. Starzec
Name:	Jeffrey A. Starzec
Title:	Senior Vice President and General Counsel

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EXHIBIT LISTING

Exhibit No.	Description
99.1	Press Release dated February 27, 2014

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Cobalt International Energy, Inc. Announces Fourth Quarter and Year- End 2013 Results and Provides Operational Update on its West Africa Drilling Operations

HOUSTON, TX — February 27, 2014 (BUSINESS WIRE) — Cobalt International Energy, Inc. (“Cobalt”) (NYSE:CIE) today announced a net loss of $222 million, or $0.55 per basic and diluted share for the fourth quarter of 2013, compared to a net loss of $67 million, or $0.16 per basic and diluted share, for the fourth quarter of 2012.  The current quarter included $139 million, or $0.34 per share for the impairment of expenditures, including approximately $107 million associated with the Aegean #1 exploratory well, Aegean related prospect leases and other Gulf of Mexico leases, and approximately $32 million associated with exploration in Angola. Cobalt reported a net loss of $589 million, or $1.45 per basic and diluted share, for the year ending December 31, 2013 compared to a net loss of $283 million, or $0.70 per basic and diluted share, for the same period in 2012.

Capital and operating expenditures (excluding changes in working capital) for the quarter ended December 31, 2013 were approximately $249 million.  Cobalt’s cash, cash equivalents and investments at year end were approximately $1.8 billion.  This includes about $305 million designated for future operations held in collateralizing letters of credit, but excludes approximately $88 million in the TOTAL drilling fund for the Gulf of Mexico.

Operational Update

Cobalt provided an update on its Orca #1 deepwater pre-salt exploratory well in Block 20, offshore Angola. The well has reached total depth and has resulted in the company’s fifth consecutive pre-salt discovery in Angola’s Kwanza basin. Initial analysis indicates that Orca has a resource potential of between 400 — 700 MMBO.  Results of an extensive logging, coring, and fluid acquisition program confirmed the existence of a large light oil reservoir and a thin condensate and gas cap in the upper sag section of the well. In addition, mobile oil was discovered in the deeper syn-rift section of the well. After running production casing on the well which is currently underway, further evaluation and testing will commence, after which the well will be temporarily abandoned. Over the next several months following full processing and integration of all subsurface data collected from the well, the Block 20 partners will evaluate any additional activities necessary to assess Orca’s commerciality.  After well operations are complete at Orca #1, Cobalt will move the Petroserv SSV Catarina drilling rig to the Cameia #3 location in Angola Block 21.

Conference Call

A conference call for investors will be held today at 10 a.m. Central Time (11 a.m. Eastern Time) to discuss Cobalt’s fourth quarter and year-end 2013 results. Hosting the call will be Joseph H. Bryant, Chairman and Chief Executive Officer, John P. Wilkirson, Chief Financial Officer and James W. Farnsworth, Chief Exploration Officer.

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The call can be accessed live over the telephone by dialing (877) 705-6003, or for international callers, (201) 493-6725.  A replay will be available shortly after the call and can be accessed by dialing (877) 870-5176, or for international callers, (858) 384-5517.  The passcode for the replay is 13575798.  The replay will be available until March 13, 2014.

Interested parties may also listen to a simultaneous webcast of the conference call by accessing the Newsroom-Events & Speeches section of Cobalt’s website at www.cobaltintl.com.  A replay of the webcast will also be available for approximately 30 days following the call.

About Cobalt

Cobalt is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore Angola and Gabon. Cobalt was formed in 2005 and is headquartered in Houston, Texas.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 — that is, statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address Cobalt’s expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words. These forward-looking statements involve certain risks and uncertainties that ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. For further discussion of risks and uncertainties, individuals should refer to Cobalt’s SEC filings. Cobalt undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release, other than as required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.

Contacts

Investor Relations: John P. Wilkirson Chief Financial Officer +1 (713) 452-2322 Media Relations: Lynne L. Hackedorn Vice President, Government and Public Affairs +1 (713) 579-9115

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Consolidated Statement of Operations Information:

	Quarter Ending December 31,						Year Ended December 31,
	2013			2012			2013			2012
	($ in thousands)
Oil and gas revenue	$	—		$	—		$	—		$	—
Operating costs and expenses
Seismic and exploration	32,783			25,901			74,213			61,583
Dry hole expense and impairment	138,852			2,365			351,050			134,085
General and administrative	37,040			35,724			105,547			87,963
Depreciation and amortization	529			415			1,874			1,197
Total operating costs and expenses	209,204			64,405			532,684			284,828
Operating income (loss)	(209,204		)	(64,405		)	(532,684		)	(284,828		)
Other income (expense)
Gain on sale of assets	—			—			2,993			—
Interest income	1,434			1,086			6,043			5,041
Interest expense	(14,349		)	(3,212		)	(65,376		)	(3,212		)
Total other income (expense)	(12,915		)	(2,126		)	(56,340		)	1,829
Net income (loss) before income tax	(222,119		)	(66,531		)	(589,024		)	(282,999		)
Income tax expense	—			—			—			—
Net income (loss)	$	(222,119	)	$	(66,531	)	$	(589,024	)	$	(282,999	)
Basic and diluted income (loss) per share	$	(0.55	)	$	(0.16	)	$	(1.45	)	$	(0.70	)
Weighted average common shares outstanding	406,949,828			406,583,154			406,839,997			403,356,174

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Consolidated Balance Sheet Information:

	As of December 31,
	2013		2012
	($ in thousands)
Cash and cash equivalents	$	192,460	$	1,425,815
Short-term restricted cash	200,339		90,440
Short-term investments	1,319,380		789,668
Total current assets	1,967,443		2,456,742
Total property, plant and equipment	1,476,275		1,099,756
Long-term restricted cash	104,496		395,652
Long-term investments	14,661		36,267
Total assets	3,633,673		4,011,459
Total current liabilities	340,967		160,956
Total long-term liabilities	1,163,560		1,161,285
Total stockholders’ equity (406,949,839 and 406,596,884 shares issued and outstanding as of December 31, 2013 and 2012, respectively)	2,129,146		2,689,218
Total liabilities and stockholders’ equity	3,633,673		4,011,459

Consolidated Statement of Cash Flows Information:

	Year Ended December 31,
	2013			2012
	($ in thousands)
Net cash provided by (used in):
Operating activities	$	(216,368	)	$	(140,397	)
Investing activities	(1,015,995		)	(564,761		)
Financing activities	(992		)	1,838,427

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