##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-32747
 
 MARINER ENERGY, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware(State or other jurisdiction of
incorporation or organization)
    
    86-0460233(I.R.S. Employer
Identification Number)
 One BriarLake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas 77042  (Address of principal executive offices and zip code)
 (713) 954-5500  (Registrants telephone number, including area code)
 
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




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##### 



TABLE OF CONTENTS
 PART IItem 1.
    
    Consolidated Financial Statements
    
    
    3Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    26PART IIItem 1A.
    

Risk
Factors
    
    
    27Item 2.
    

Unregistered
Sales of Equity Securities and Use of Proceeds
    
    
    28Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    28Item 5.
    

Other
Information
    
    
    29Item 6.
    
    Exhibits
    
    
    30Signatures
    
    
    
    
    32Index to Exhibits
    
    
    
    
    33Amendment No.4 to Credit AgreementAmendment No.5 to Credit AgreementForm of Restricted Stock Agreement - directorsForm of Restricted Stock Agreement - employee with employment agreementForm of Restricted Stock Agreement - employee without employment agreementCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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##### Table of Contents



PART I
 
 Item 1. Consolidated Financial Statements
 MARINER ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2006
    
    
    2005Current Assets:Cash and cash equivalents
    
    $
    5,414
    
    
    $
    4,556Receivables, net of allowances of $500 at March 31,
2006 and December 31, 2005, respectively
    
    
    135,480
    
    
    
    88,651Deferred tax asset
    
    
    10,215
    
    
    
    26,017Prepaid expenses and other
    
    
    77,967
    
    
    
    22,208Total current assets
    
    
    229,076
    
    
    
    141,432Property and Equipment:Oil and gas
properties, full cost method:Proved
    
    
    1,750,113
    
    
    
    574,725Unproved, not subject to amortization
    
    
    180,336
    
    
    
    40,176Total
    
    
    1,930,449
    
    
    
    614,901Other property and equipment
    
    
    12,629
    
    
    
    11,048Accumulated depreciation, depletion and amortization
    
    
    (140,736
    )
    
    
    (110,006
    )Total property and equipment, net
    
    
    1,802,342
    
    
    
    515,943Goodwill
    
    
    261,472
    
    
    
    Other Assets, Net of Amortization
    
    
    28,699
    
    
    
    8,161TOTAL ASSETS
    
    $
    2,321,589
    
    
    $
    665,536Current Liabilities:Accounts payable
    
    $
    114,235
    
    
    $
    37,530Accrued liabilities
    
    
    232,328
    
    
    
    123,689Accrued interest
    
    
    1,514
    
    
    
    614Derivative liability
    
    
    42,119
    
    
    
    42,173Total current liabilities
    
    
    390,196
    
    
    
    204,006Long-Term Liabilities:Abandonment liability
    
    
    176,796
    
    
    
    38,176Deferred income tax
    
    
    224,515
    
    
    
    25,886Derivative liability
    
    
    13,523
    
    
    
    21,632Bank debt
    
    
    366,202
    
    
    
    152,000Note payable
    
    
    
    
    
    
    4,000Other long-term liabilities
    
    
    16,600
    
    
    
    6,500Total long-term liabilities
    
    
    797,636
    
    
    
    248,194Commitments and Contingencies (see Note 8)Stockholders Equity:Common stock, $.0001 par value; 180,000,000 shares
authorized, 86,100,994 shares issued and
outstanding at March 31, 2006; 70,000,000 shares
authorized, 35,615,400 shares issued and
outstanding at December 31, 2005
    
    
    9
    
    
    
    4Preferred stock, $.0001 par value; 20,000,000
shares authorized, no shares issued and outstanding
at March 31, 2006 and December 31,
2005
    
    
    
    
    
    
    Additional paid-in-capital
    
    
    1,053,296
    
    
    
    160,705Accumulated other comprehensive (loss)
    
    
    (24,778
    )
    
    
    (41,473
    )Accumulated retained earnings
    
    
    105,230
    
    
    
    94,100Total stockholders equity
    
    
    1,133,757
    
    
    
    213,336TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    2,321,589
    
    
    $
    665,536
 The accompanying notes are an integral part of these consolidated financial statements
 3




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##### Table of Contents



MARINER ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31,2006
    
    
    2005Revenues:Oil sales
    
    $
    31,471
    
    
    $
    19,084Gas sales
    
    
    48,101
    
    
    
    34,866Other revenues
    
    
    688
    
    
    
    1,857Total revenues
    
    
    80,260
    
    
    
    55,807Costs and Expenses:Lease operating expense
    
    
    13,182
    
    
    
    6,159Transportation expense
    
    
    730
    
    
    
    990General and administrative expense
    
    
    10,509
    
    
    
    5,165Depreciation, depletion and amortization
    
    
    32,824
    
    
    
    15,129Total costs and expenses
    
    
    57,245
    
    
    
    27,443OPERATING INCOME
    
    
    23,015
    
    
    
    28,364Interest:Income
    
    
    115
    
    
    
    514Expense, net of amounts capitalized
    
    
    (6,007
    )
    
    
    (1,832
    )Income before taxes
    
    
    17,123
    
    
    
    27,046Provision for income taxes
    
    
    (5,993
    )
    
    
    (9,271
    )NET INCOME
    
    $
    11,130
    
    
    $
    17,775Earnings per share:Net income per sharebasic
    
    $
    0.22
    
    
    $
    0.58Net income per sharediluted
    
    $
    0.21
    
    
    $
    0.58Weighted average shares outstandingbasic
    
    
    49,615,479
    
    
    
    30,588,130Weighted average shares outstandingdiluted
    
    
    51,844,610
    
    
    
    30,599,152
 The accompanying notes are an integral part of these consolidated financial statements
 4




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##### Table of Contents



MARINER ENERGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months Ended March 31,2006
    
    
    2005Operating Activities:Net income
    
    $
    11,130
    
    
    $
    17,775Adjustments to reconcile net loss to net cash
provided by operating activities:Deferred income tax
    
    
    5,993
    
    
    
    11,050Depreciation, depletion and amortization
    
    
    34,356
    
    
    
    15,415Stock compensation expense
    
    
    6,427
    
    
    
    1,323Changes in operating assets and liabilities:Receivables
    
    
    7,251
    
    
    
    (6,778
    )Prepaid expenses and other
    
    
    (18,169
    )
    
    
    (327
    )Other assets
    
    
    (5,900
    )
    
    
    Accounts payable and accrued liabilities
    
    
    25,419
    
    
    
    10,494Net cash provided by operating activities
    
    
    66,507
    
    
    
    48,952Investing Activities:Additions to
properties and equipment
    
    
    (78,863
    )
    
    
    (42,075
    )Proceeds from property conveyances
    
    
    
    
    
    
    18Purchase Price Adjustment
    
    
    (20,808)
    
    
    
    Net cash used in investing activities
    
    
    (99,671
    )
    
    
    (42,057
    )Financing Activities:Repayment of term note
    
    
    (4,000
    )
    
    
    (6,000
    )Credit facility borrowings (repayments), net
    
    
    214,200
    
    
    
    (50,000
    )Debt and working capital acquired from Forest Energy
Resources, Inc.
    
    
    (176,200
    )
    
    
    Proceeds from private equity offering
    
    
    
    
    
    
    45,163Proceeds from exercise of stock options
    
    
    22
    
    
    
    Capital contribution from affiliates
    
    
    
    
    
    
    2,879Net cash (used in) provided by financing activities
    
    
    34,022
    
    
    
    (7,958
    )Increase (Decrease) in Cash and Cash Equivalents
    
    
    858
    
    
    
    (1,063
    )Cash and Cash Equivalents at Beginning of Period
    
    
    4,556
    
    
    
    2,541Cash and Cash Equivalents at End of Period
    
    $
    5,414
    
    
    $
    1,478
 The accompanying notes are an integral part of these consolidated financial statements
 5




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MARINER ENERGY, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
 1. Summary of Significant Accounting Policies
 Operations
 Interim Financial Statements
 Use of Estimates
 Principles of Consolidation
 Recent Accounting Pronouncements
 Accounting for Conditional
Asset Retirement Obligations,
 Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement
No. 3.
 6




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2. Related Party Transactions
 Organization and Ownership of the Company
   3. Acquisitions
 Forest Gulf of Mexico Operations
 7




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##### Table of Contents



Business
Combinations Goodwill and Other Intangible Assets.
 (In millions)Oil and natural gas properties
    
    $
    1,211.4Abandonment liabilities
    
    
    (165.2
    )Long-term debt
    
    
    (176.2
    )Fair value of oil and natural gas derivatives
    
    
    (17.5
    )Deferred tax liability
    
    
    (199.4
    )Other assets and liabilities
    
    
    (24.5
    )Goodwill
    
    
    261.4Net Assets Acquired
    
    $
    890.0
  Goodwill and Other Intangible Assets,
  Sources


UsesMariner
Energy, Inc. and Mariner Energy Resources, Inc. bank loan proceeds
    
    $
    180.2
    
    
    $
    Refinancing of assumed debt
    
    
    
    
    
    
    176.2Acquisition costs and other expenses
    
    
    
    
    
    
    4.0
   8




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##### Table of Contents



Payable
to Forest
 Pro
Forma Financial Information
 Three Months Ended March 31,2006
    
    2005(In thousands, except per share amounts)Pro Forma:Revenue
    
    $
    147,740
    
    
    $
    176,650Net Income available to
common
stockholders
    
    $
    25,528
    
    
    $
    29,982Basic earnings
per share
    
    $
    0.30
    
    
    $
    0.37Diluted earnings
per share
    
    $
    0.30
    
    
    $
    0.37
 4. Long-Term Debt
 Bank Credit Facility
    9




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
    
    maintain a ratio of consolidated current assets plus the unused borrowing base to
consolidated current liabilities of not less than 1.0 to 1.0; and
    
    maintain a ratio of total debt to EBITDA of not more than 2.5 to 1.0.
     1 2
 JEDI Term Promissory Note
 Cash Interest Expense
 Debt Issuance Costs
 5. Oil and Gas Properties
   10




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##### Table of Contents



6. Accrual for Future Abandonment Costs
   (In millions)Abandonment liability as of December 31, 2005 (1)
    
    $
    49.5Liabilities Incurred
    
    
    4.8Claims Settled
    
    
    (1.8
    )Accretion Expense
    
    
    2.1Revisions to previous
estimates
    
    
    Liabilities incurred from assets acquired (2)
    
    
    165.2Abandonment Liability as of March 31, 2006 (3)
    
    $
    219.8
 
 (1)
    
    Includes $11.4 million classified as a current accrued liability at December 31, 2005.(2)
    
    Represents the fair value of the asset retirement obligation acquired through the Forest
Transaction.(3)
    
    Includes $43.0 million classified as a current accrued liability at March 31, 2006. 7. Stockholders Equity
 Increase in Number of Shares Outstanding
 Equity Participation Plan
 11




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Amended and Restated Stock Incentive Plan
  Share-Based Payment
  2006
    

2005Weighted
    





WeightedAverage
    





AverageExercise
    





ExerciseShares
    
    
    Price
    

Shares



PriceOutstanding
at beginning of period: January 1,
    
    
    809,000
    
    
    $
    14.02
    





$
Granted
    
    
    154,844
    (1)
    
    
    8.31
    


787,360
(3)


14.00Exercised
    
    
    (1,600
    )
    
    
    14.00
    






Expired
    
    
    
    
    
    
    
    






Forfeited
    
    
    (49,042
    )(1)(2)
    
    
    11.59
    






Outstanding
at end of period: March 31,
    
    
    913,202
    
    
    $
    13.78
    


787,360



14.00Outstanding
exercisable at end of period: March 31,
    
    
    409,070
    
    
    
    
    






Available for future grant as options or restricted stock
    
    
    5,700,000
    
    
    
    
    


1,212,640




 12




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageNumber
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExerciseRange of Exercise Prices
    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$8.81 - $17.00
    
    
    913,202
    
    
    
    7.8
    
    
    $
    13.78
    
    
    
    409,070
    
    
    
    $14.00
  Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    


    WeightedRemaining
    
    
    Average
    
    
    
    


    AverageNumber
    
    
    Contractual
    
    
    Exercise
    
    
    Number



    ExerciseRange of Exercise Prices
    
    Outstanding
    
    
    Life (Years)
    
    
    Price
    
    
    Exercisable



    Price$14.00
    
    
    787,360
    
    
    
    9.9
    
    
    $
    14.00
    
    

    



    
  Amended andRestated StockIncentive PlanOptions
    

Rollover OptionsExpected Life (years)
    
    
    3.0
    
    
    
    2.0Risk Free Interest Rate
    
    
    4.85
    %
    
    
    4.86
    %Expected Volatility
    
    
    35
    %
    
    
    35
    %Dividend Yield
    
    
    0.0
    %
    
    
    0.0
    %
  StockIncentivePlanExpected
Life (years)
    
    
    3.0Risk Free
Interest Rate
    
    
    3.8
    %Expected
Volatility
    
    
    38
    %Dividend
Yield
    
    
    0.0
    %
   Restricted SharesMarch 31,2006
    

    
    2005Total nonvested shares at beginning of period: January 1
    
    
    2,267,270
    

    
    
    Shares granted
    
    
    
    

    
    
    2,267,270Share vested
    
    
    (463,656
    )

    
    
    Shares forfeited
    
    
    
    

    
    
    Total nonvested shares at end of period: March 31
    
    
    1,803,614
    

    
    
    2,267,270Total vested shares at end of period: March 31
    
    
    463,656
    

    
    
    Available for future grant under Equity Participation Plan
    
    
    
    

    
    
    Average Fair Value of Shares Granted During the Period
    
    
    
    

    
    
    $14.00
 13




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8. Commitments And Contingencies
 Minimum Future Lease Payments
 2007
    
    $
    1,323.42008
    
    
    1,192.42009
    
    
    967.12010
    
    
    1,217.32011 and thereafter
    
    
    2,231.1
 Hedging Program
  March 31,2006 Fair ValueFixed Price Swaps
    
    Quantity
    
    
    Fixed Price
    
    
    Gain/(Loss)(In millions)Crude Oil (Bbls)April 1December 31, 2006
    
    
    89,760
    
    
    $
    29.31
    
    
    $
    (3.6
    )Natural Gas (MMbtus)April 1December 31, 2006
    
    
    11,729,547
    
    
    
    6.08
    
    
    
    (22.5
    )Total
    
    
    
    
    
    
    
    
    
    $
    (26.1
    )
  March 31,2006 Fair ValueCostless Collars
    
    Quantity
    
    
    Floor
    
    
    Cap
    
    
    Gain/(Loss)(In millions)Crude Oil (Bbls)April 1December 31, 2006
    
    
    189,750
    
    
    $
    32.65
    
    
    $
    41.52
    
    
    $
    (5.1
    )January 1December 31, 2007
    
    
    202,575
    
    
    
    31.27
    
    
    
    39.83
    
    
    
    (5.6
    )Natural Gas (MMbtus)April 1December 31, 2006
    
    
    5,535,750
    
    
    
    5.78
    
    
    
    7.85
    
    
    
    (4.8
    )January 1December 31, 2007
    
    
    5,310,750
    
    
    
    5.49
    
    
    
    7.22
    
    
    
    (14.0
    )Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (29.5
    )
 14




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##### Table of Contents



Fixed Price Swaps
    
    Quantity
    
    
    Fixed PriceCrude Oil (Bbls)June 1December 31, 2006
    
    
    992,600
    
    
    $
    75.26Natural
Gas (MMbtus)June 1December 31, 2006
    
    
    3,682,000
    
    
    $
    9.30January 1, 2007 March 31, 2007
    
    
    3,690,000
    
    
    $
    9.30
 Costless Collars
    
    Quantity
    
    
    Floor
    
    
    CapCrude Oil (Bbls)January 1December 31, 2007
    
    
    1,331,200
    
    
    $
    63.38
    
    
    $
    89.40January 1December 31, 2008
    
    
    1,080,020
    
    
    
    61.63
    
    
    
    86.80Natural Gas (MMbtus)April 1December 31, 2007
    
    
    8,796,000
    
    
    
    7.70
    
    
    
    14.60January 1December 31, 2008
    
    
    12,347,000
    
    
    
    7.83
    
    
    
    14.60
  Other Commitments
 MMS Appeal
 Insurance Matters
 15




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##### Table of Contents



Litigation
 Letter of Credit
 9. Net Income per Share
  For the three month period endingMarch 31,2006
    
    
    2005(In Thousands, except per share data)Numerator:Net Income
    
    $
    11,130
    
    
    $
    17,775Denominator:Weighted average shares outstanding
    
    
    49,615
    
    
    
    30,588Add dilutive securities
    
    
    2,230
    
    
    
    11Total weighted average shares outstanding and dilutive securities
    
    
    51,845
    
    
    
    30,599Earnings per sharebasic:
    
    $
    0.22
    
    
    $
    0.58Earnings per sharediluted:
    
    $
    0.21
    
    
    $
    0.58
 16




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##### Table of Contents



10. Subsequent Events
 Amendment of Secured Bank Credit Facility
 Private Offering of Senior Unsecured Notes due 2013 1 2
     
   
    
    make investments;
    
    incur additional indebtedness or issue preferred stock;
    
    create certain liens;
    
    sell assets;
    
    enter into agreements that restrict dividends or other payments from its subsidiaries to
itself;
    
    consolidate, merge or transfer all or substantially all of its assets;
    
    engage in transactions with affiliates;
    
    pay dividends or make other distributions on capital stock or subordinated indebtedness;
and
    
    create unrestricted subsidiaries.
  
    
    file a registration statement within 180 days after the closing date of the offering
enabling holders of Notes to exchange the privately placed Notes offered in this offering
for publicly registered Notes with substantially identical terms;
    
    use its reasonable best efforts to cause the registration statement to become effective
within 270 days after the closing date of the offering and to complete the exchange offer
within 360 days after the closing of the offering; and
    
    file a shelf registration statement for the resale of the Notes if it cannot effect an
exchange offer within the time periods listed above and in other circumstances.
   17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Overview
   Recent Developments
 Amendment of Secured Bank Credit Facility
 Private Offering of Senior Unsecured Notes due 2013
 Forest Gulf of Mexico Merger.
 Effects of the 2005 Hurricane Season.
 18




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##### Table of Contents



Results of Operations
 Offshore
 Expected date ofWell Name
    
    Operator
    
    Working Interest
    
    
    Water Depth (Ft)
    
    
    Production
    

LocationNW Nansen (EB 602 #11)
    
    Kerr-McGee
    
    33%
    
    
    3,507 feet
    
    TBD
    
    Deep WaterReliant (SS 26 #14)
    
    Mariner
    
    50%
    
    
    12 feet
    
    2nd Quarter 2006
    
    Conventional ShelfWest Cameron 130 #3
    
    Dominion
    
    15%
    
    
    38 feet
    
    3rd Quarter 2006
    
    Deep ShelfKing Kong (GC473 #2ST1)
    
    ENI
    
    50%
    
    
    3,842 feet
    
    April 2006
    
    Deep WaterBrazos 491 #5
    
    Mariner
    
    100%
    
    
    77 feet
    
    2nd Quarter 2006
    
    Conventional Shelf
    Onshore 
 19




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Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
 Operating and Financial Results for the Three Months Ended March 31, 2006 Compared to the
Three Months Ended March 31, 2005
 For the three-month periodending March 31,Summary Operating Information:
    
    2006
    
    2005(In thousands, except average salesprices and production volumes)Net Production:Oil (MBbls)
    
    
    601.8
    
    
    
    494.3Natural Gas (MMcf)
    
    
    6,913.4
    
    
    
    5,334.9Total (MMcfe)
    
    
    10,524.0
    
    
    
    8,300.9Average daily production (MMcfe/d)
    
    
    114.4
    
    
    
    90.2Average sales prices:Oil (per Bbl) (1)
    
    $
    52.30
    
    
    $
    38.61Natural gas (per Mcf) (1)
    
    
    6.96
    
    
    
    6.54Total natural gas equivalent ($/Mcfe) (1)
    
    
    7.40
    
    
    
    6.50Oil and gas revenues:Oil sales
    
    $
    31,471
    
    
    $
    19,084Gas sales
    
    
    48,101
    
    
    
    34,866Total oil and gas revenues
    
    
    79,572
    
    
    
    53,950Other revenues
    
    
    688
    
    
    
    1,857Lease operating expenses
    
    
    13,182
    
    
    
    6,159Transportation expenses
    
    
    730
    
    
    
    990Depreciation, depletion and amortization
    
    
    32,824
    
    
    
    15,129General and administrative expenses
    
    
    10,509
    
    
    
    5,165Net interest expense (income)
    
    
    5,892
    
    
    
    1,318Income before taxes
    
    
    17,123
    
    
    
    27,046Provision for income taxes
    
    
    5,993
    
    
    
    9,271Net Income
    
    
    11,130
    
    
    
    17,775
 
 (1)
    
    Average prices include the effects of hedging Production:
  Oil
and gas revenues:
  20




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##### Table of Contents



Lease operating
expenses
 Transportation
expenses
 Depreciation, depletion,
and amortization (DD&A) expense
 General and
administrative (G&A) expenses
 Net interest
expense
 Income before
income taxes
 Liquidity and Capital Resources
 Cash Flows and Liquidity
 Secured

Bank Credit Facility.
 21




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##### Table of Contents



Private Offering of Senior Unsecured Notes due 2013 1 2
     
   
    
    make investments;
    
    incur additional indebtedness or issue preferred stock;
    
    create certain liens;
    
    sell assets;
    
    enter into agreements that restrict dividends or other payments from its subsidiaries to itself;
    
    consolidate, merge or transfer all or substantially all of its assets;
    
    engage in transactions with affiliates;
    
    pay dividends or make other distributions on capital stock or subordinated indebtedness; and
 22




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##### Table of Contents




    
    create unrestricted subsidiaries.
  
    
    file a registration statement within 180 days after the closing date of the offering enabling
holders of Notes to exchange the privately placed Notes offered in this offering for
publicly registered Notes with substantially identical terms;
    
    use its reasonable best efforts to cause the registration statement to become effective
within 270 days after the closing date of the offering and to complete the exchange offer
within 360 days after the closing of the offering; and
    
    file a shelf registration statement for the resale of the Notes if it cannot effect an
exchange offer within the time periods listed above and in other circumstances.
   Cash
Flows 
   23




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Market Risk 
 Commodity Prices and Related Hedging Activites 
  March 31,2006 Fair ValueFixed Price Swaps
    
    Quantity
    
    
    Fixed Price
    
    
    Gain/(Loss)(In millions)Crude Oil (Bbls)April 1December 31, 2006
    
    
    89,760
    
    
    $
    29.31
    
    
    $
    (3.6
    )Natural Gas (MMbtus)April 1December 31, 2006
    
    
    11,729,547
    
    
    
    6.08
    
    
    
    (22.5
    )Total
    
    
    
    
    
    
    
    
    
    $
    (26.1
    )
 March 31,2006 Fair ValueCostless Collars
    
    Quantity
    
    
    Floor
    
    
    Cap
    
    
    Gain/(Loss)(In millions)Crude Oil (Bbls)April 1December 31, 2006
    
    
    189,750
    
    
    $
    32.65
    
    
    $
    41.52
    
    
    $
    (5.1
    )January 1December 31, 2007
    
    
    202,575
    
    
    
    31.27
    
    
    
    39.83
    
    
    
    (5.6
    )Natural Gas (MMbtus)April 1December 31, 2006
    
    
    5,535,750
    
    
    
    5.78
    
    
    
    7.85
    
    
    
    (4.8
    )January 1December 31, 2007
    
    
    5,310,750
    
    
    
    5.49
    
    
    
    7.22
    
    
    
    (14.0
    )Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (29.5
    )
  Fixed Price Swaps
    
    Quantity
    
    Fixed PriceCrude Oil (Bbls)June 1December 31, 2006
    
    
    992,600
    
    
    $
    75.26Natural Gas (MMbtus)June 1December 31, 2006
    
    
    3,682,000
    
    
    $
    9.30January 1, 2007 March 31, 2007
    
    
    3,690,000
    
    
    $
    9.30
 24




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##### Table of Contents



Costless Collars
    
    Quantity
    
    Floor
    
    CapCrude Oil (Bbls)January 1December 31, 2007
    
    
    1,331,200
    
    
    $
    63.38
    
    
    $
    89.40January 1December 31, 2008
    
    
    1,080,020
    
    
    
    61.63
    
    
    
    86.80Natural Gas (MMbtus)April 1December 31, 2007
    
    
    8,796,000
    
    
    
    7.70
    
    
    
    14.60January 1December 31, 2008
    
    
    12,347,000
    
    
    
    7.83
    
    
    
    14.60
  Interest Rate Market Risk 
 25




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls Over Financial Reporting
  26




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##### Table of Contents



PART II  OTHER INFORMATION
 Item 1A. Risk Factors.
   
    
    the volatility of oil and natural gas prices;
    
    discovery, estimation, development and replacement of oil and natural gas reserves;
    
    cash flow, liquidity and financial position;
    
    business strategy;
    
    amount, nature and timing of capital expenditures, including future development costs;
    
    availability and terms of capital;
    
    timing and amount of future production of oil and natural gas;
    
    availability of drilling and production equipment;
    
    operating costs and other expenses;
    
    prospect development and property acquisitions;
    
    risks arising out of our hedging transactions;
    
    marketing of oil and natural gas;
 
    
    competition in the oil and natural gas industry;
    
    the impact of weather and the occurrence of natural disasters such as fires, floods and
other catastrophic events and natural disasters;
    
    governmental regulation of the oil and natural gas industry;
    
    environmental liabilities;
    
    developments in oil-producing and natural gas-producing countries;
    
    uninsured or underinsured losses in our oil and natural gas operations;
    
    risks related to our level of indebtedness;
    
    our merger with Forest Energy Resources, including strategic plans, expectations and
objectives for future operations, and the realization of expected benefits from the
transaction; and
    
    disruption from the merger with Forest Energy Resources making it more difficult to
manage our business.
 27




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Issuer Purchases of Equity Securities
 Total
    
    
    
    
    
    Total Number of Shares
    
    Maximum Number (orNumber of
    
    Average
    
    (or Units) Purchased as
    
    Approximate Dollar Value) ofShares (or
    
    Price Paid
    
    Part of Publicly
    
    Shares (or Units) that May Yet BeUnits)
    
    per Share
    
    Announced Plans or
    
    Purchased Under the Plans orPeriod
    
    Purchased
    
    (or Unit)
    
    Programs
    
    ProgramsMarch 1, 2006 to March 31, 2006 (1)
    
    
    153,016
    
    
    $
    21.36
 
 (1)
    
    These shares were withheld upon the vesting of employee restricted stock grants in order to
pay required withholding taxes. 
 Item 4. Submission of Matters to a Vote of Security Holdings
   For
    
    Against
    
    Abstain
    
    Broker Non-Votes26,403,549
    
    
    
    
    
    
    
    
    
    
    8,235,2432. To approve an amendment to the Second Amended and Restated Certificate of Incorporation of
Mariner Energy, Inc. to increase the number of authorized shares from 70 million shares of common
stock and 20 million shares of preferred stock, to 180 million shares of common stock and 20
million shares of preferred stock, subject to completion of the merger described in proposal 1
above.For
    
    Against
    
    Abstain
    
    Broker Non-Votes26,403,549
    
    
    0
    
    
    
    0
    
    
    
    8,235,2433. To approve an amendment and restatement of the Mariner Energy, Inc. Stock Incentive Plan,
subject to the completion of the merger described in proposal 1 above.For
    
    Against
    
    Abstain
    
    Broker Non-Votes21,392,589
    
    
    23,460
    
    
    
    4,987,500
    
    
    
    8,235,2434. To grant to the proxyholders the authority to vote in their discretion with respect to the
approval of any proposal to postpone or adjourn the annual meeting to a later date to solicit
additional proxies in favor of the approval of any of the other proposals if there are not
sufficient votes for approval of any of the other proposals at the annual meeting.For
    
    Against
    
    Abstain
    
    Broker Non-Votes29,228,127
    
    
    423,165
    
    
    
    4,987,500
    
    
    
    0
  For
    
    WithholdBernard Aronson (term expires in 2009)
    
    
    34,624,332
    
    
    
    14,460John F. Greene (term expires in 2007)
    
    
    34,638,792
    
    
    
    0John L. Schwager (term expires in 2007)
    
    
    34,638,792
    
    
    
    0
  28




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##### Table of Contents



Item 5. Other Information.
 UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
    
 ForestEnergy
    
    
    
    
    
    
    
    
    
    
    MarinerMariner
    
    
    Resources,
    
    
    
Merger
    
    
    
    
    
    Pro FormaHistorical(1)
    
    
    Inc.(2)
    

    
    
Adjustments(3)
    
    
    
    
    

CombinedRevenues
    
    $
    50,385
    
    
    $
    97,355
    
    
    
    
    
    
    
    
    
    
    $
    147,740Costs and ExpensesLease Operating Expenses
    
    
    8,792
    
    
    
    21,080
    
    
    
    
    
    
    
    
    
    
    
    29,872Transportation Expenses
    
    
    474
    
    
    
    410
    
    
    
    
    
    
    
    
    
    
    
    884G&A Expenses
    
    
    10,140
    
    
    
    
    
    
    
    
    
    
    
    (4)
    
    
    
    10,140DD&A
    
    
    15,250
    
    
    
    
    
    
    
    44,343
    
    
    
    (5)
    
    
    
    59,593Total Costs and Expenses
    
    
    34,656
    
    
    
    21,490
    
    
    
    44,343
    
    
    
    
    
    
    
    100,489Operating Income
    
    
    15,729
    
    
    
    75,865
    
    
    
    (44,343
    )
    
    
    
    
    
    
    47,251Interest:Income
    
    
    114
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    114Expense
    
    
    (5,497
    )
    
    
    
    
    
    
    (2,595
    )
    
    
    (6)
    
    
    
    (8,092
    )Income before taxes
    
    
    10,346
    
    
    
    75,865
    
    
    
    (46,938
    )
    
    
    
    
    
    
    39,273Provision for income taxes
    
    
    (3,621
    )
    
    
    
    
    
    
    (10,125
    )
    
    
    (7)
    
    
    
    (13,746
    )Net Income
    
    $
    6,725
    
    
    $
    75,865
    
    
    $
    (57,062
    )
    
    
    
    
    
    $
    25,528Earnings per
Share:Net income per share  basic
    
    $
    0.14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.30Net income per share  diluted
    
    
    0.13
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.30Weighted
average shares outstanding  basic
    
    
    49,615,479
    
    
    
    
    
    
    
    34,218,245
    
    
    
    
    
    
    
    83,833,724Weighted
average shares outstanding  diluted
    
    
    51,844,610
    
    
    
    
    
    
    
    34,218,245
    
    
    
    
    
    
    
    85,922,684
 
 (1)
    
    The Historical Mariner presented excludes the activity related
to the Forest assets as the merger was consummated on March 2,
2006.(2)
    
    The Forest Gulf of Mexico operations historically have been
operated as part of Forests total oil and gas operations. No
historical GAAP-basis financial statements exist for the Forest
Gulf of Mexico operations on a stand-alone basis; however,
statements of revenues and direct operating expenses are
presented for the quarter ended March 31, 2006.(3)
    
    Transaction costs consisting of accounting, consulting and legal
fees are anticipated to be approximately $7.8 million. These
costs are directly attributable to the transaction and have been
excluded from the pro forma financial statements as they
represent material nonrecurring charges.(4)
    
    The proforma general and administrative expenses do not include costs associated with the Forest Gulf of Mexico assets. Mariner believes the overhead costs associated with
these operations in 2006 will approximate $6.4 million, net of capitalized amounts.(5)
    
    To adjust depreciation, depletion and amortization expense to give effect to the acquisition of the Forest Gulf of Mexico operations and their step-up in value using the unit
of production method under the full cost method of accounting.(6)
    
    To adjust interest expense to give effect to the financing activities in connection with the organization of Forest Energy Resources, Inc. assuming an interest rate of 5.89%
based on the terms of the senior bank credit facility obtained by Forest Energy Resources, Inc. The interest rates used reflect 30-day LIBOR plus 1.50%, or 5.89% as of December
31, 2005. A change in interest rates of approximately 10% would result in a change in pro forma combined interest of approximately $0.5 million and $0.4 million at March 31,
2006.(7)
    
    To record income tax expense on the combined company results of operations based on a statutory combined federal and state tax rate of 35%. 29




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##### Table of Contents



Item 6. Exhibits
 Number
    
    Description2.1*
    
    Agreement and Plan of Merger, dated as of September 9, 2005, among Forest Oil Corporation, SML
Wellhead Corporation, Mariner Energy, Inc. and MEI Sub, Inc. (incorporated by reference to Exhibit
2.1 to Mariners Registration Statement on Form S-4 (File No. 333-129096) filed on October 18,
2005).2.2*
    
    Letter Agreement, dated as of February 3, 2006, among Forest Oil Corporation, Forest Energy
Resources, Inc., Mariner Energy, Inc., and MEI Sub, Inc. amending the transaction agreements
(incorporated by reference to Exhibit 2.2 to Amendment No. 3 to Mariners Registration Statement
on Form S-4 (File No. 333-129096) filed on February 8, 2006).2.3*
    
    Letter Agreement, dated as of February 28, 2006, among Forest Oil Corporation, Forest Energy
Resources, Inc., Mariner Energy, Inc. and MEI Sub, Inc. amending the transaction agreements
(incorporated by reference to Exhibit 2.1 to Mariners Form 8-K filed on March 3, 2006).2.4*
    
    Letter Agreement, dated April 12, 2006, among Forest Oil Corporation, Mariner Energy Resources,
Inc. and Mariner Energy, Inc. amending the transaction agreements (incorporated by reference to
Exhibit 2.1 to Mariners Form 8-K filed on April 13, 2006).3.1*
    
    Second Amended and Restated Certificate of Incorporation of Mariner Energy, Inc., as amended
(incorporated by reference to Exhibit 3.1 to Mariners Registration Statement on Form S-8 (File
No. 333-132800) filed on March 29, 2006).4.1*
    
    Indenture, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto
and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariners Form
8-K filed on April 25, 2006).4.2*
    
    Exchange and Registration Rights Agreement, dated as of April 24, 2006, among Mariner Energy,
Inc., the guarantors party thereto and the initial purchasers party thereto (incorporated by
reference to Exhibit 4.2 to Mariners Form 8-K filed on April 25, 2006).4.3*
    
    Amended and Restated Credit Agreement, dated as of March 2, 2006, among Mariner Energy, Inc. and
Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto from time to time, as
Lenders, and Union Bank of California, N.A., as Administrative Agent and as Issuing Lender
(incorporated by reference to Exhibit 4.1 to Mariners Form 8-K filed on March 3, 2006).4.4*
    
    Amendment No. 1 and Consent, dated as of April 7, 2006, among Mariner Energy, Inc. and Mariner
Energy Resources, Inc., as Borrowers, the Lenders party thereto, and Union Bank of California,
N.A., as Administrative Agent for such Lenders and as Issuing Lender for such Lenders
(incorporated by reference to Exhibit 4.1 to Mariners Form 8-K filed on April 13, 2006).4.5*
    
    Credit Agreement among Mariner Energy Inc., the Lenders party thereto and Union Bank of
California, N.A., dated as of March 2, 2004 (incorporated by reference to Exhibit 10.1 to
Mariners Registration Statement on Form S-4 (File No. 333-129096) filed on October 18, 2005).4.6*
    
    Amendment No. 1 and Assignment Agreement among Mariner Energy, Inc., Mariner Holdings, Inc.,
Mariner Energy LLC, the Lenders party thereto, and Union Bank of California, N.A., dated as of
July 14, 2004 (incorporated by reference to Exhibit 10.2 to Mariners Registration Statement on
Form S-4 (File No. 333-129096) filed on October 18, 2005).4.7*
    
    Waiver and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the
Union Bank of California, N.A. and the Lenders party thereto, dated December 29, 2004
(incorporated by reference to Exhibit 10.3 to Mariners Registration Statement on Form S-4 (File
No. 333-129096) filed on October 18, 2005).4.8*
    
    Amendment No. 2 and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy
LLC, the Lenders party thereto, and Union Bank of California, N.A., dated as of February 7, 2005
(incorporated by reference to Exhibit 10.4 to Mariners Registration Statement on Form S-4 (File
No. 333-129096) filed on October 18, 2005).4.9*
    
    Amendment No. 3 and Consent among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP,
the Lenders party thereto, and Union Bank of California, N.A., dated as of March 3, 2005
(incorporated by reference to Exhibit 10.5 to Mariners Registration Statement on Form S-4 (File
No. 333-129096) filed on October 18, 2005).
 30




---



##### Table of Contents



Number
    
    Description4.10
    
    Amendment No. 4 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders
party thereto, and Union Bank of California, N.A., dated as of July 14, 2005.4.11
    
    Amendment No. 5 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders
party thereto, and Union Bank of California, N.A., dated as of August 5, 2005.4.12*
    
    Amendment No. 6, Waiver and Agreement among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy
Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of January 20,
2006 (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to Mariners Registration
Statement on Form S-4 (File No. 333-129096) filed on January 25, 2006).10.1*
    
    Purchase Agreement, dated as of April 19, 2006, among Mariner Energy, Inc., Mariner LP LLC,
Mariner Energy Resources, Inc., Mariner Energy Texas LP and the initial purchasers party thereto
(incorporated by reference to Exhibit 10.1 to Mariners Form 8-K filed on April 25, 2006).10.2*
    
    First Amendment to Mariner Energy, Inc. Amended and Restated Stock Incentive Plan, effective as of
March 16, 2006 (incorporated by reference to Exhibit 10.22 to Mariners Form 10-K filed on March
31, 2006).10.3*
    
    First Amendment to Mariner Energy, Inc. Equity Participation Plan, effective as of March 16, 2006
(incorporated by reference to Exhibit 10.23 to Mariners Form 10-K filed on March 31, 2006).10.4
    
    Form of Restricted Stock Agreement
(directors) under Mariner Energy, Inc. Amended and Restated Stock
Incentive Plan, as amended.10.5
    
    Form of Restricted Stock Agreement
(employee with employment agreement) under Mariner Energy, Inc. Amended and Restated Stock
Incentive Plan, as amended.10.6
    
    Form of Restricted Stock Agreement
(employee without employment agreement) under Mariner Energy, Inc. Amended and Restated Stock
Incentive Plan, as amended.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Incorporated by reference as indicated.  31




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##### Table of Contents



SIGNATURES
  Mariner Energy, Inc.By: /s/ Scott D. JoseyName: Scott D. JoseyTitle: Chairman of the Board,Chief Executive Officer and PresidentBy: /s/ RICK G. LESTERName: Rick G. LesterTitle: Vice President, Chief Financial Officer and Treasurer
 32




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##### Table of Contents



INDEX TO EXHIBITS
 Number
    
    Description2.1*
    
    Agreement and Plan of Merger, dated as of September 9, 2005, among Forest Oil Corporation, SML
Wellhead Corporation, Mariner Energy, Inc. and MEI Sub, Inc. (incorporated by reference to Exhibit
2.1 to Mariners Registration Statement on Form S-4 (File No. 333-129096) filed on October 18,
2005).2.2*
    
    Letter Agreement, dated as of February 3, 2006, among Forest Oil Corporation, Forest Energy
Resources, Inc., Mariner Energy, Inc., and MEI Sub, Inc. amending the transaction agreements
(incorporated by reference to Exhibit 2.2 to Amendment No. 3 to Mariners Registration Statement
on Form S-4 (File No. 333-129096) filed on February 8, 2006).2.3*
    
    Letter Agreement, dated as of February 28, 2006, among Forest Oil Corporation, Forest Energy
Resources, Inc., Mariner Energy, Inc. and MEI Sub, Inc. amending the transaction agreements
(incorporated by reference to Exhibit 2.1 to Mariners Form 8-K filed on March 3, 2006).2.4*
    
    Letter Agreement, dated April 12, 2006, among Forest Oil Corporation, Mariner Energy Resources,
Inc. and Mariner Energy, Inc. amending the transaction agreements (incorporated by reference to
Exhibit 2.1 to Mariners Form 8-K filed on April 13, 2006).3.1*
    
    Second Amended and Restated Certificate of Incorporation of Mariner Energy, Inc., as amended
(incorporated by reference to Exhibit 3.1 to Mariners Registration Statement on Form S-8 (File
No. 333-132800) filed on March 29, 2006).4.1*
    
    Indenture, dated as of April 24, 2006, among Mariner Energy, Inc., the guarantors party thereto
and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Mariners Form
8-K filed on April 25, 2006).4.2*
    
    Exchange and Registration Rights Agreement, dated as of April 24, 2006, among Mariner Energy,
Inc., the guarantors party thereto and the initial purchasers party thereto (incorporated by
reference to Exhibit 4.2 to Mariners Form 8-K filed on April 25, 2006).4.3*
    
    Amended and Restated Credit Agreement, dated as of March 2, 2006, among Mariner Energy, Inc. and
Mariner Energy Resources, Inc., as Borrowers, the Lenders party thereto from time to time, as
Lenders, and Union Bank of California, N.A., as Administrative Agent and as Issuing Lender
(incorporated by reference to Exhibit 4.1 to Mariners Form 8-K filed on March 3, 2006).4.4*
    
    Amendment No. 1 and Consent, dated as of April 7, 2006, among Mariner Energy, Inc. and Mariner
Energy Resources, Inc., as Borrowers, the Lenders party thereto, and Union Bank of California,
N.A., as Administrative Agent for such Lenders and as Issuing Lender for such Lenders
(incorporated by reference to Exhibit 4.1 to Mariners Form 8-K filed on April 13, 2006).4.5*
    
    Credit Agreement among Mariner Energy Inc., the Lenders party thereto and Union Bank of
California, N.A., dated as of March 2, 2004 (incorporated by reference to Exhibit 10.1 to
Mariners Registration Statement on Form S-4 (File No. 333-129096) filed on October 18, 2005).4.6*
    
    Amendment No. 1 and Assignment Agreement among Mariner Energy, Inc., Mariner Holdings, Inc.,
Mariner Energy LLC, the Lenders party thereto, and Union Bank of California, N.A., dated as of
July 14, 2004 (incorporated by reference to Exhibit 10.2 to Mariners Registration Statement on
Form S-4 (File No. 333-129096) filed on October 18, 2005).4.7*
    
    Waiver and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy LLC, the
Union Bank of California, N.A. and the Lenders party thereto, dated December 29, 2004
(incorporated by reference to Exhibit 10.3 to Mariners Registration Statement on Form S-4 (File
No. 333-129096) filed on October 18, 2005).4.8*
    
    Amendment No. 2 and Consent among Mariner Energy, Inc., Mariner Holdings, Inc., Mariner Energy
LLC, the Lenders party thereto, and Union Bank of California, N.A., dated as of February 7, 2005
(incorporated by reference to Exhibit 10.4 to Mariners Registration Statement on Form S-4 (File
No. 333-129096) filed on October 18, 2005).4.9*
    
    Amendment No. 3 and Consent among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP,
the Lenders party thereto, and Union Bank of California, N.A., dated as of March 3, 2005
(incorporated by reference to Exhibit 10.5 to Mariners Registration Statement on Form S-4 (File
No. 333-129096) filed on October 18, 2005).4.10
    
    Amendment No. 4 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders
party thereto, and Union Bank of California, N.A., dated as of July 14, 2005.4.11
    
    Amendment No. 5 among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy Texas LP, the Lenders
party thereto, and Union Bank of California, N.A., dated as of August 5, 2005.4.12*
    
    Amendment No. 6, Waiver and Agreement among Mariner Energy, Inc., Mariner LP LLC, Mariner Energy
Texas LP, the Lenders party thereto, and Union Bank of California, N.A., dated as of January 20,
2006 (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to Mariners Registration
Statement on Form S-4 (File No. 333-129096) filed on January 25, 2006).
 33




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##### Table of Contents



Number
    
    Description10.1*
    
    Purchase Agreement, dated as of April 19, 2006, among Mariner Energy, Inc., Mariner LP LLC,
Mariner Energy Resources, Inc., Mariner Energy Texas LP and the initial purchasers party thereto
(incorporated by reference to Exhibit 10.1 to Mariners Form 8-K filed on April 25, 2006).10.2*
    
    First Amendment to Mariner Energy, Inc. Amended and Restated Stock Incentive Plan, effective as of
March 16, 2006 (incorporated by reference to Exhibit 10.22 to Mariners Form 10-K filed on March
31, 2006).10.3*
    
    First Amendment to Mariner Energy, Inc. Equity Participation Plan, effective as of March 16, 2006
(incorporated by reference to Exhibit 10.23 to Mariners Form 10-K filed on March 31, 2006).10.4
    
    Form of Restricted Stock Agreement
(directors) under Mariner Energy, Inc. Amended and Restated Stock
Incentive Plan, as amended.10.5
    
    Form of Restricted Stock Agreement
(employee with employment agreement) under Mariner Energy, Inc. Amended and Restated Stock
Incentive Plan, as amended.10.6
    
    Form of Restricted Stock Agreement
(employee without employment agreement) under Mariner Energy, Inc. Amended and Restated Stock
Incentive Plan, as amended.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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    Incorporated by reference as indicated.  34