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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number 001-16009



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SPINNAKER EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 76-0560101                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1200 Smith Street, Suite 800 Houston, Texas                    |  | 77002                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(713) 759-1770

(Registrants telephone number, including area code)



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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  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



The number of shares outstanding of the registrants common stock, par value $0.01 per share, on November 7, 2005 was 34,166,689.



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##### Table of Contents

SPINNAKER EXPLORATION COMPANY

Form 10-Q

For the Three and Nine Months Ended September 30, 2005



|                                                                                                                 |  |     
|---------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                 |  | Page
|PART I - FINANCIAL INFORMATION                                                                                   |  |     
|                                                                                                                 | 
|Item 1. Financial Statements                                                                                     |  |     
|                                                                                                                 | 
|Consolidated Balance SheetsAs of September 30, 2005 (unaudited) and December 31, 2004                            |  | 3   
|                                                                                                                 | 
|Consolidated Statements of OperationsFor the Three and Nine Months Ended September 30, 2005 and 2004 (unaudited) |  | 4   
|                                                                                                                 | 
|Consolidated Statements of Cash FlowsFor the Nine Months Ended September 30, 2005 and 2004 (unaudited)           |  | 5   
|                                                                                                                 | 
|Notes to Interim Consolidated Financial Statements (unaudited)                                                   |  | 6   
|                                                                                                                 | 
|Cautionary Statement About Forward-Looking Statements                                                            |  | 12  
|                                                                                                                 | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                    |  | 13  
|                                                                                                                 | 
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                               |  | 27  
|                                                                                                                 | 
|Item 4.
Controls and Procedures                                                                                  |  | 29  
|                                                                                                                 | 
|PART II -
OTHER INFORMATION                                                                                      |  |     
|                                                                                                                 | 
|Item 6.
Exhibits                                                                                                 |  | 29  
|                                                                                                                 | 
|SIGNATURES                                                                                                       |  | 30  



2



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##### Table of Contents

SPINNAKER EXPLORATION COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | --------- | - | ----------------------- | - | --------- | -
|                                                                                                                                                                                                                                        |  | As of September 30, 2005 |           |   | As of December 31, 2004 |  
|                                                                                                                                                                                                                                        |  | (Unaudited)              |           |   |                         |  
|ASSETS                                                                                                                                                                                                                                  |  |                          |           |   |                         |   |           |  
|CURRENT ASSETS:                                                                                                                                                                                                                         |  |                          |           |   |                         |   |           |  
|Cash and cash equivalents                                                                                                                                                                                                               |  | $                        | 410       |   |                         | $ | 21,830    |  
|Accounts receivable, net of allowance for doubtful accounts of $3,232 as of September 30, 2005 and December 31, 2004,
respectively                                                                                                      |  |                          | 74,527    |   |                         |   | 48,785    |  
|Hedging assets                                                                                                                                                                                                                          |  |                          |          |   |                         |   | 2,829     |  
|Deferred tax assets                                                                                                                                                                                                                     |  |                          | 41,726    |   |                         |   |          |  
|Other                                                                                                                                                                                                                                   |  |                          | 6,356     |   |                         |   | 3,467     |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|Total current assets                                                                                                                                                                                                                    |  |                          | 123,019   |   |                         |   | 76,911    |  
|                                                                                                                                                                                                                                        |  |                         
|PROPERTY AND EQUIPMENT:                                                                                                                                                                                                                 |  |                          |           |   |                         |   |           |  
|Oil and gas, on the basis of full-cost accounting:                                                                                                                                                                                      |  |                          |           |   |                         |   |           |  
|Proved properties                                                                                                                                                                                                                       |  |                          | 1,639,934 |   |                         |   | 1,447,824 |  
|Unproved properties and properties under development, not being amortized                                                                                                                                                               |  |                          | 203,201   |   |                         |   | 148,277   |  
|Other                                                                                                                                                                                                                                   |  |                          | 7,276     |   |                         |   | 6,651     |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|                                                                                                                                                                                                                                        |  |                          | 1,850,411 |   |                         |   | 1,602,752 |  
|Less  Accumulated depreciation, depletion and amortization                                                                                                                                                                             |  |                          | (669,109  | ) |                         |   | (541,615  | )
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|Total property and equipment                                                                                                                                                                                                            |  |                          | 1,181,302 |   |                         |   | 1,061,137 |  
|                                                                                                                                                                                                                                        |  |                         
|OTHER ASSETS                                                                                                                                                                                                                            |  |                          | 3,292     |   |                         |   | 12,883    |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|Total assets                                                                                                                                                                                                                            |  | $                        | 1,307,613 |   |                         | $ | 1,150,931 |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|LIABILITIES AND EQUITY                                                                                                                                                                                                                  |  |                          |           |   |                         |   |           |  
|CURRENT LIABILITIES:                                                                                                                                                                                                                    |  |                          |           |   |                         |   |           |  
|Accounts payable                                                                                                                                                                                                                        |  | $                        | 40,374    |   |                         | $ | 34,692    |  
|Accrued liabilities and other                                                                                                                                                                                                           |  |                          | 54,430    |   |                         |   | 47,264    |  
|Hedging liabilities                                                                                                                                                                                                                     |  |                          | 10,787    |   |                         |   | 1,628     |  
|Capital lease obligations                                                                                                                                                                                                               |  |                          | 9,917     |   |                         |   |          |  
|Asset retirement obligations                                                                                                                                                                                                            |  |                          | 14,865    |   |                         |   | 6,841     |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|Total current liabilities                                                                                                                                                                                                               |  |                          | 130,373   |   |                         |   | 90,425    |  
|                                                                                                                                                                                                                                        |  |                         
|LONG-TERM DEBT                                                                                                                                                                                                                          |  |                          | 30,000    |   |                         |   | 105,000   |  
|CAPITAL LEASE OBLIGATIONS                                                                                                                                                                                                               |  |                          | 65,083    |   |                         |   |          |  
|ASSET RETIREMENT OBLIGATIONS                                                                                                                                                                                                            |  |                          | 37,226    |   |                         |   | 33,644    |  
|DEFERRED INCOME TAXES                                                                                                                                                                                                                   |  |                          | 175,114   |   |                         |   | 107,776   |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                           |  |                          |           |   |                         |   |           |  
|EQUITY:                                                                                                                                                                                                                                 |  |                          |           |   |                         |   |           |  
|Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2005 and
December 31, 2004, respectively                                                                           |  |                          |          |   |                         |   |          |  
|Common stock, $0.01 par value; 50,000,000 shares authorized; 34,169,989 shares issued and 34,166,049 shares outstanding as of
September 30, 2005 and 33,927,158 shares issued and 33,920,018 shares outstanding as of December 31, 2004 |  |                          | 342       |   |                         |   | 339       |  
|Additional paid-in capital                                                                                                                                                                                                              |  |                          | 620,332   |   |                         |   | 612,920   |  
|Retained earnings                                                                                                                                                                                                                       |  |                          | 256,939   |   |                         |   | 199,882   |  
|Less: Treasury stock, at cost, 3,940 shares and 7,140 shares as of September 30, 2005 and December 31, 2004,
respectively                                                                                                               |  |                          | (10       | ) |                         |   | (18       | )
|Unearned compensation                                                                                                                                                                                                                   |  |                          | (1,405    | ) |                         |   |          |  
|Accumulated other comprehensive income (loss):                                                                                                                                                                                          |  |                          |           |   |                         |   |           |  
|Foreign currency translation adjustment                                                                                                                                                                                                 |  |                          | (2        | ) |                         |   |          |  
|Commodity derivatives                                                                                                                                                                                                                   |  |                          | (6,379    | ) |                         |   | 963       |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|Total equity                                                                                                                                                                                                                            |  |                          | 869,817   |   |                         |   | 814,086   |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  
|Total liabilities and equity                                                                                                                                                                                                            |  | $                        | 1,307,613 |   |                         | $ | 1,150,931 |  
|                                                                                                                                                                                                                                        |  |                          |           |   |                         |   |           |  



The accompanying notes
are an integral part of these consolidated financial statements.



3



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##### Table of Contents

SPINNAKER EXPLORATION COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

(Unaudited)



|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                  |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                                                  |  | 2005                             |        |   | 2004                            |   |        | 2005 |  |   | 2004    |  
|REVENUES                                                          |  | $                                | 84,119 |   |                                 | $ | 63,191 |      |  | $ | 254,412 |   |  | $ | 202,806 |  
|EXPENSES:                                                         |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Lease operating expenses                                          |  |                                  | 6,952  |   |                                 |   | 6,627  |      |  |   | 21,095  |   |  |   | 17,870  |  
|Depreciation, depletion and amortization  oil and gas properties |  |                                  | 34,496 |   |                                 |   | 35,715 |      |  |   | 118,127 |   |  |   | 105,119 |  
|Depreciation and amortization  other                             |  |                                  | 305    |   |                                 |   | 344    |      |  |   | 889     |   |  |   | 1,040   |  
|Impairment of international oil and gas properties                |  |                                  |       |   |                                 |   |       |      |  |   | 8,478   |   |  |   |        |  
|Accretion of asset retirement obligations                         |  |                                  | 750    |   |                                 |   | 910    |      |  |   | 2,361   |   |  |   | 2,164   |  
|Gain on settlement of asset retirement obligations                |  |                                  | (2     | ) |                                 |   | (50    | )    |  |   | (130    | ) |  |   | (176    | )
|General and administrative                                        |  |                                  | 5,734  |   |                                 |   | 4,226  |      |  |   | 14,088  |   |  |   | 11,951  |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Total expenses                                                    |  |                                  | 48,235 |   |                                 |   | 47,772 |      |  |   | 164,908 |   |  |   | 137,968 |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|INCOME FROM OPERATIONS                                            |  |                                  | 35,884 |   |                                 |   | 15,419 |      |  |   | 89,504  |   |  |   | 64,838  |  
|                                                                  |  |                                  |        |  
|OTHER INCOME (EXPENSE):                                           |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Interest income                                                   |  |                                  | 109    |   |                                 |   | 58     |      |  |   | 306     |   |  |   | 126     |  
|Interest expense, net                                             |  |                                  | (1,075 | ) |                                 |   | (395   | )    |  |   | (1,623  | ) |  |   | (910    | )
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Total other income (expense)                                      |  |                                  | (966   | ) |                                 |   | (337   | )    |  |   | (1,317  | ) |  |   | (784    | )
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|INCOME BEFORE INCOME TAXES                                        |  |                                  | 34,918 |   |                                 |   | 15,082 |      |  |   | 88,187  |   |  |   | 64,054  |  
|Income tax expense                                                |  |                                  | 12,326 |   |                                 |   | 6,005  |      |  |   | 31,130  |   |  |   | 23,635  |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|NET INCOME                                                        |  | $                                | 22,592 |   |                                 | $ | 9,077  |      |  | $ | 57,057  |   |  | $ | 40,419  |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|NET INCOME PER COMMON SHARE:                                      |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                             |  | $                                | 0.66   |   |                                 | $ | 0.27   |      |  | $ | 1.68    |   |  | $ | 1.20    |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                           |  | $                                | 0.63   |   |                                 | $ | 0.26   |      |  | $ | 1.62    |   |  | $ | 1.16    |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:             |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                             |  |                                  | 34,126 |   |                                 |   | 33,896 |      |  |   | 34,035  |   |  |   | 33,721  |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                           |  |                                  | 35,607 |   |                                 |   | 34,922 |      |  |   | 35,116  |   |  |   | 34,780  |  
|                                                                  |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  



The accompanying notes
are an integral part of these consolidated financial statements.



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SPINNAKER EXPLORATION COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                            |  |                                 |          |   |      |   |          |  
|------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                            |  | Nine Months Ended September 30, |         
|                                                                                            |  | 2005                            |          |   | 2004 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                                 |          |   |      |   |          |  
|Net income                                                                                  |  | $                               | 57,057   |   |      | $ | 40,419   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                 |          |   |      |   |          |  
|Depreciation, depletion and amortization                                                    |  |                                 | 119,016  |   |      |   | 106,159  |  
|Impairment of international oil and gas properties                                          |  |                                 | 8,478    |   |      |   |         |  
|Accretion of asset retirement obligations                                                   |  |                                 | 2,361    |   |      |   | 2,164    |  
|Gain on settlement of asset retirement obligations                                          |  |                                 | (130     | ) |      |   | (176     | )
|Amortization of unearned stock compensation                                                 |  |                                 | 110      |   |      |   |         |  
|Deferred income tax expense                                                                 |  |                                 | 30,334   |   |      |   | 23,635   |  
|Other                                                                                       |  |                                 | 1,127    |   |      |   | 529      |  
|Change in operating assets and liabilities:                                                 |  |                                 |          |   |      |   |          |  
|Accounts receivable                                                                         |  |                                 | (25,742  | ) |      |   | (17,789  | )
|Accounts payable and accrued liabilities                                                    |  |                                 | (1,227   | ) |      |   | 7,153    |  
|Other assets                                                                                |  |                                 | 7,810    |   |      |   | (3,318   | )
|                                                                                            |  |                                 |          |   |      |   |          |  
|Net cash provided by operating activities                                                   |  |                                 | 199,194  |   |      |   | 158,776  |  
|                                                                                            |  |                                
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |                                 |          |   |      |   |          |  
|Oil and gas properties                                                                      |  |                                 | (223,105 | ) |      |   | (220,263 | )
|Purchases of other property and equipment                                                   |  |                                 | (625     | ) |      |   | (1,590   | )
|                                                                                            |  |                                 |          |   |      |   |          |  
|Net cash used in investing activities                                                       |  |                                 | (223,730 | ) |      |   | (221,853 | )
|                                                                                            |  |                                
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                                 |          |   |      |   |          |  
|Proceeds from borrowings                                                                    |  |                                 | 18,500   |   |      |   | 55,000   |  
|Proceeds from sale-leaseback transaction                                                    |  |                                 | 75,000   |   |      |   |         |  
|Payments on borrowings                                                                      |  |                                 | (93,500  | ) |      |   |         |  
|Proceeds from exercise of stock options                                                     |  |                                 | 4,242    |   |      |   | 9,068    |  
|Debt issue costs                                                                            |  |                                 | (1,126   | ) |      |   | (101     | )
|                                                                                            |  |                                 |          |   |      |   |          |  
|Net cash provided by financing activities                                                   |  |                                 | 3,116    |   |      |   | 63,967   |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |  |                                 | (21,420  | ) |      |   | 890      |  
|CASH AND CASH EQUIVALENTS, beginning of year                                                |  |                                 | 21,830   |   |      |   | 15,315   |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|CASH AND CASH EQUIVALENTS, end of period                                                    |  | $                               | 410      |   |      | $ | 16,205   |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                                         |  |                                 |          |   |      |   |          |  
|Cash paid for interest                                                                      |  | $                               | 3,467    |   |      | $ | 2,308    |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|Cash paid for income taxes                                                                  |  | $                               | 610      |   |      | $ |         |  
|                                                                                            |  |                                 |          |   |      |   |          |  



The accompanying notes
are an integral part of these consolidated financial statements.



5



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##### Table of Contents

SPINNAKER EXPLORATION COMPANY

Notes to Interim Consolidated Financial Statements (Unaudited)

September 30, 2005



1. Basis of Presentation



The accompanying unaudited consolidated financial statements of Spinnaker Exploration Company (Spinnaker or the Company) have been
prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal and recurring adjustments) necessary to present a fair statement of the
results for the periods included herein have been made and the disclosures contained herein are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of results of operations or cash flows
for a full year. These consolidated financial statements and the notes thereto should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2004.



2. Summary of Significant Accounting Policies



Stock-Based Compensation



Statement of Financial Accounting Standards (SFAS) No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure, amends SFAS No. 123 to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for
stock-based employee compensation and to require prominent disclosure about the effects on reported net income of an entitys accounting policy decisions with respect to stock-based employee compensation. SFAS No. 148 amends Accounting
Principles Board (APB) Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial information.



SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of the Companys common stock, par value $0.01 per share (Common Stock),
at the date of the grant over the amount an employee must pay to acquire the Common Stock. In accordance with APB Opinion No. 25, compensation expense related to stock-based compensation was $0 in each of the third quarter of 2005 and 2004, and
$0 and $0.2 million in the first nine months of 2005 and 2004, respectively. Had compensation cost for the Companys stock option compensation plans been determined based on the fair value at the grant dates for awards under these plans
consistent with the method of SFAS No. 123, the Companys pro forma net income and pro forma net income per share of Common Stock would have been as follows (in thousands, except per share amounts):



|                                                                                                                                            |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                            |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                                                                                                                            |  | 2005                             |        |   | 2004                            |   |        | 2005 |  |   | 2004   |  
|Net income, as reported                                                                                                                     |  | $                                | 22,592 |   |                                 | $ | 9,077  |      |  | $ | 57,057 |   |  | $ | 40,419 |  
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                                  |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   | 126    |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                                  | (1,346 | ) |                                 |   | (2,157 | )    |  |   | (4,422 | ) |  |   | (6,812 | )
|                                                                                                                                            |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net income                                                                                                                        |  | $                                | 21,246 |   |                                 | $ | 6,920  |      |  | $ | 52,635 |   |  | $ | 33,733 |  
|                                                                                                                                            |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|Net income per common share:                                                                                                                |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|Basic, as reported                                                                                                                          |  | $                                | 0.66   |   |                                 | $ | 0.27   |      |  | $ | 1.68   |   |  | $ | 1.20   |  
|                                                                                                                                            |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|Basic, pro forma                                                                                                                            |  | $                                | 0.62   |   |                                 | $ | 0.20   |      |  | $ | 1.55   |   |  | $ | 1.00   |  
|                                                                                                                                            |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|Diluted, as reported                                                                                                                        |  | $                                | 0.63   |   |                                 | $ | 0.26   |      |  | $ | 1.62   |   |  | $ | 1.16   |  
|                                                                                                                                            |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|Diluted, pro forma                                                                                                                          |  | $                                | 0.58   |   |                                 | $ | 0.19   |      |  | $ | 1.45   |   |  | $ | 0.94   |  
|                                                                                                                                            |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  



6



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##### Table of Contents

On December 16, 2004, the Financial Accounting Standards Board (FASB) revised SFAS
No. 123 (revised 2004), Share-Based Payment, (SFAS No. 123R) that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions,
the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the
period that an employee provides service in exchange for the award. SFAS No. 123R replaces SFAS No. 123 and supersedes APB Opinion No. 25. Adoption of SFAS No. 123R will require the Company to recognize compensation expense for
all awards the Company grants after the date of adoption and for the unvested portion of all options granted that remain outstanding on the date of adoption.



On April 14, 2005, the Securities and Exchange Commission (Commission) announced that it would permit additional time to implement the
requirements in SFAS No. 123R. As originally issued by the FASB, public companies were required to implement SFAS No. 123R as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The
Commission will permit companies to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period beginning after June 15, 2005 as required by SFAS No. 123R. The Commission is not changing
any of the accounting requirements in SFAS No. 123R. The Company will be required to implement SFAS No. 123R as of January 1, 2006. All options that the Company granted prior to December 31, 2001 will be fully vested prior to
adoption of SFAS No. 123R and will not be considered as part of the adoption in accordance with the new standard. The Company is currently evaluating the effect of adopting SFAS No. 123R.



In May 2005, Spinnakers Compensation Committee of the Board of
Directors authorized the issuance of 48,275 restricted shares of common stock to all employees. The restricted shares of common stock were issued under the Companys 1999 Stock Incentive Plan and 2001 Stock Incentive Plan. The restricted stock
awards are amortized ratably over the vesting period of four years. Spinnaker recorded $1.6 million of unearned compensation in connection with this grant, representing the fair value of the restricted stock awards on the date of grant. Unearned
compensation is recognized as compensation expense within general and administrative expenses and oil and gas properties ratably over the remaining vesting periods. The related compensation expense totaled $0.1 million and $0 for the three months
ended September 30, 2005 and 2004, and $0.2 million and $0 for the nine months ended September 30, 2005 and 2004.



3. Merger Agreement



On September 18, 2005, Spinnaker, Norsk Hydro ASA (Hydro), Norsk Hydro E&P Americas, L.P. (Hydro Americas) and Harald
Acquisition Corp. (Merger Sub) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Merger Sub will merge with and into Spinnaker (the Merger), with Spinnaker continuing after the
Merger as the surviving corporation and an indirect wholly owned subsidiary of Hydro. At the effective time of the Merger, each issued and outstanding share of Spinnaker common stock will be converted into the right to receive $65.50 in cash.



The Merger is conditioned upon, among other things, receipt of
necessary approvals under various regulatory authorities, approval by the holders of a majority of Spinnaker common stock and other customary closing conditions. In the event of a termination of the Merger Agreement under certain circumstances,
Spinnaker may be required to pay Hydro Americas a termination fee as set forth in the Merger Agreement.



In connection with the execution of the Merger Agreement, Warburg Pincus Ventures, L.P. and Roger L. Jarvis, Spinnakers Chairman of the Board,
President and Chief Executive Officer, entered into a Stockholders Agreement with Hydro Americas (the Stockholders Agreement) providing that, while the Merger Agreement is in effect, their shares will be voted in favor of
adopting the Merger Agreement, against any action or agreement that would result in a breach in any material respect of any covenant or any other obligations or agreement of Spinnaker under the Merger Agreement or of any representation or warranty
of Spinnaker in the Merger Agreement, and against any proposal made in opposition to or in competition with the Merger. The shares subject to the Stockholders Agreement represent approximately 20.3% of Spinnakers issued and outstanding
shares.



In addition, Mr. Jarvis and Merger Sub entered
into a consulting agreement, pursuant to which Mr. Jarvis will provide certain consulting services to the surviving corporation for a period of twelve months commencing upon the effective date of the Merger.



A special meeting of Spinnakers stockholders will be held on Tuesday,
December 13, 2005. Spinnaker expects closing of the transaction to occur soon thereafter.



7



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##### Table of Contents

4. Deferred Tax Assets



The Company was in a tax loss position as of December 31, 2004, and based on the results in the first nine months of 2005 and review of the
Companys outlook on future operations, the Company expects that it will have taxable income in the next twelve months. As a result, the Company has reclassified from deferred income taxes liability a current deferred tax asset of $37.9 million
related to net operating loss carryforwards that it expects to utilize to offset taxable income in the next twelve months. As of September 30, 2005, deferred tax assets also included $3.8 million related to hedging activities.



5. Impairment of International Oil and Gas Properties



The Company recorded an impairment charge of $0 and $8.5 million in the
three and nine months ended September 30, 2005, respectively, as a result of an unsuccessful well in its West African venture.



6. Long-Term Debt



On December 19, 2003, the Companys wholly-owned subsidiary, Spinnaker Exploration Company, L.L.C., entered into a $200.0 million revolving
credit agreement (the Revolver) with a group of eight banks. The Revolver consists of two tranches, Tranche A and Tranche B. The $50.0 million Tranche B commitment automatically expired on July 21, 2005 per terms of the
Revolver (with no borrowings then outstanding under Tranche B) upon closing of the spar production facility sale-leaseback transaction related to the Companys deepwater project at Green Canyon Blocks 338/339/382 (Front Runner). The
expiration of the Tranche B commitment was not an early extinguishment of debt. See Note 7 for further information concerning the sale-leaseback transaction. Borrowings under Tranche A constitute senior indebtedness. The obligations under the
Revolver are fully and unconditionally guaranteed by Spinnaker.



Tranche A is available on a revolving basis through December 19, 2006, the maturity date of the Revolver, and availability is subject to the borrowing base determined by the banks. The borrowing base was $160.0 million as of
September 30, 2005. The obligations under Tranche A are unsecured. The borrowing base is re-determined semi-annually by the banks in their sole discretion and in their usual and customary manner. Spinnaker and the banks also have the right to
request one additional re-determination annually. The amount of the borrowing base is a function of the banks view of Spinnakers reserve profile, future commodity prices and projected cash flows. In addition to the semi-annual
re-determinations, the banks have the right to re-determine the borrowing base in the event of the sale, transfer or disposition of assets included in the borrowing base exceeding $25.0 million.



The Company has the option to elect to use a base interest rate as described
below or the London Interbank Offered Rate (LIBOR) plus, for each such rate, a spread based on the percentage of the borrowing base used at that time. The base rate spread ranges from 0.0% to 0.5%, and the LIBOR spread ranges from 1.25%
to 2.0% for Tranche A borrowings. The base interest rate under the Revolver is a fluctuating rate of interest equal to the base rate spread plus the higher of either (i) The Toronto-Dominion Banks base rate for dollar advances made in the
United States or (ii) the Federal Funds Rate plus 0.5% per annum. The weighted average interest rate was 4.72% in the first nine months of 2005. The commitment fee rate ranges from 0.375% to 0.5%, depending on the borrowing base usage for
Tranche A.



As of September 30, 2005, the Company had
outstanding borrowings of $30.0 million and a letter of credit in the amount of $15.0 million under the Revolver, and the Company was in compliance with the provisions of the Revolver. Subsequent to September 30, 2005, Spinnaker had no
additional borrowings. Current availability is $115.0 million under Tranche A of the Revolver. The Company expects to incur additional borrowings in the remainder of 2005.



7. Capital Lease Obligations



Effective July 21, 2005, Spinnaker consummated a sale-leaseback transaction under which the Company sold its 25% undivided interest in the Front
Runner spar production facility for $75.0 million. This lease has an initial 12-year term that expires on July 21, 2017 and has a full-term effective interest rate of 3.6%. The lease includes a fixed-price early buy-out option exercisable by
Spinnaker in year seven of the lease term. The effective interest rate for the seven-year term is 6.4%. The lease also grants the Company an option to purchase the spar production facility at fair market value at the end of the lease term. The
Company will make quarterly rental payments over the term of the lease based upon a fixed payment schedule set forth in the lease.



Spinnaker issued a guaranty, also effective July 21, 2005, guaranteeing the rental payments as they become due and payable and other obligations, but
not the lease obligation itself. The Company must also comply with certain on-going financial and operating covenants related to Front Runner.



8



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##### Table of Contents

Spinnaker used the $75.0 million proceeds from the sale-leaseback transaction to pay outstanding
borrowings under the Revolver on July 21, 2005. In connection with the transaction, the $50.0 million Tranche B commitment under the Revolver automatically expired on July 21, 2005 per terms of the Revolver, and a letter of credit in
the amount of $15.0 million was issued under the Revolver.



8. Asset
Retirement Obligations



SFAS No. 143,
Accounting for Asset Retirement Obligations requires entities to record liabilities for asset retirement obligations at fair value in the period in which the obligations are incurred and a corresponding increase in the carrying amount of
the related long-lived asset. The reconciliation of the beginning and ending asset retirement obligations is as follows (in thousands):



|                                                  |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                  |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                                  |  | 2005                             |        |   | 2004                            |   |        | 2005 |  |   | 2004   |  
|Asset retirement obligations, beginning of period |  | $                                | 47,931 |   |                                 | $ | 36,262 |      |  | $ | 40,485 |   |  | $ | 32,994 |  
|Liabilities incurred                              |  |                                  | 4,109  |   |                                 |   | 1,764  |      |  |   | 10,593 |   |  |   | 4,598  |  
|Liabilities settled (1)                           |  |                                  | (75    | ) |                                 |   | (469   | )    |  |   | (998   | ) |  |   | (469   | )
|Accretion of asset retirement obligations         |  |                                  | 750    |   |                                 |   | 910    |      |  |   | 2,361  |   |  |   | 2,164  |  
|Revisions in estimated cash flows                 |  |                                  | (624   | ) |                                 |   | 263    |      |  |   | (350   | ) |  |   | (557   | )
|                                                  |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  
|Asset retirement obligations, end of period       |  | $                                | 52,091 |   |                                 | $ | 38,730 |      |  | $ | 52,091 |   |  | $ | 38,730 |  
|                                                  |  |                                  |        |   |                                 |   |        |      |  |   |        |   |  |   |        |  

---

|(1) | The costs associated with asset retirements in the three months ended September 30, 2005 were approximately $0.1 million, resulting in a gain on settlement of asset retirement
obligations of less than $0.1 million. The costs associated with asset retirements in the first nine months of 2005 were approximately $0.9 million, resulting in a gain on settlement of asset retirement obligations of approximately $0.1 million.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9. Commodity Price Risk Management Activities



The Company enters into New York Mercantile Exchange (NYMEX)
related swap contracts and collar arrangements from time to time. The natural gas swap contracts and collar arrangements will settle based on the reported settlement price on the NYMEX for the last trading day of each month. The crude oil swap
contracts and collar arrangements will settle based on the average of the settlement price for each commodity business day in the contract month.



In a swap transaction, the counterparty is required to make a payment to Spinnaker for the difference between the fixed price and the settlement price if
the settlement price is below the fixed price. Spinnaker is required to make a payment to the counterparty for the difference between the fixed price and the settlement price if the settlement price is above the fixed price. In a collar arrangement,
the counterparty is required to make a payment to Spinnaker for the difference between the fixed floor price and the settlement price if the settlement price is below the fixed floor price. Spinnaker is required to make a payment to the counterparty
for the difference between the fixed ceiling price and the settlement price if the settlement price is above the fixed ceiling price. Neither party is required to make a payment if the settlement price falls between the fixed floor and ceiling
prices. As of September 30, 2005, Spinnakers commodity price risk management positions in swap contracts and collar arrangements were as follows:



Natural Gas



|                    |  |                              |  |                                   |      |                             |   |                                    |   |   |  |   |  
|------------------- |  | ---------------------------- |  | --------------------------------- | ---- | --------------------------- | - | ---------------------------------- | - | - |  | - | -
|                    |  | Fixed Price Swaps            |  | Collars                          
|Period              |  | AverageDaily Volume (MMBtus) |  | WeightedAverage Price (Per MMBtu) |      | AverageDailyVolume (MMBtus) |   | Weighted Average Price (Per MMBtu)
|                    |  |                              |  | Floor                             |      | Ceiling                    
|Fourth Quarter 2005 |  | 3,370                        |  | $                                 | 6.40 |                             |  |                                    | $ |  |  | $ | 



9



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##### Table of Contents

Oil



|                    |  |                            |  |                                 |       |                           |       |                                  |   |       |  |   |      
|------------------- |  | -------------------------- |  | ------------------------------- | ----- | ------------------------- | ----- | -------------------------------- | - | ----- |  | - | -----
|                    |  | Fixed Price Swaps          |  | Collars                        
|Period              |  | AverageDaily Volume (Bbls) |  | WeightedAverage Price (Per Bbl) |       | AverageDailyVolume (Bbls) |       | Weighted Average Price (Per Bbl)
|                    |  |                            |  | Floor                           |       | Ceiling                  
|Fourth Quarter 2005 |  | 1,000                      |  | $                               | 38.78 |                           | 3,000 |                                  | $ | 38.67 |  | $ | 44.73



The Company reported a
net liability of $10.8 million and a net asset of $1.2 million related to financial derivative contracts as of September 30, 2005 and December 31, 2004, respectively. Amounts related to hedging activities were as follows (in thousands):



|                                                     |  |                         |        |   |                       |   |      
|---------------------------------------------------- |  | ----------------------- | ------ | - | --------------------- | - | -----
|                                                     |  | As of September 30,2005 |        |   | As ofDecember 31,2004
|Current assets:                                      |  |                         |        |   |                       |   |      
|Hedging assets                                       |  | $                       |       |   |                       | $ | 2,829
|Deferred tax asset related to hedging activities     |  |                         | 3,808  |   |                       |   |     
|                                                     |  |                        
|Current liabilities:                                 |  |                         |        |   |                       |   |      
|Hedging liabilities                                  |  | $                       | 10,787 |   |                       | $ | 1,628
|Deferred tax liability related to hedging activities |  |                         |       |   |                       |   | 432  
|                                                     |  |                        
|Equity:                                              |  |                         |        |   |                       |   |      
|Accumulated other comprehensive income (loss)        |  | $                       | (6,379 | ) |                       | $ | 963  



The ineffective
component of derivatives and net hedging losses were recorded in revenues in the three and nine months ended September 30, 2005 and 2004 as follows (in thousands):



|                                     |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------ |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                     |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                     |  | 2005                             |        |   | 2004                            |   |        | 2005 |  |   | 2004    |  
|Ineffective component of derivatives |  | $                                | 594    |   |                                 | $ |       |      |  | $ | (734    | ) |  | $ |       |  
|                                     |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Net hedging losses                   |  | $                                | (9,147 | ) |                                 | $ | (2,607 | )    |  | $ | (12,273 | ) |  | $ | (4,153 | )
|                                     |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  



Based on future oil
and gas prices as of September 30, 2005, the Company would reclassify a net loss of approximately $6.4 million from accumulated other comprehensive income (loss) to earnings in the remainder of 2005. The amounts ultimately reclassified into
earnings will vary due to changes in the fair value of the open derivative contracts prior to settlement.



10



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##### Table of Contents

10. Earnings Per Share



Basic and diluted net income per common share is computed based on the following information (in thousands, except per share amounts):



|                                                                           |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|-------------------------------------------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | - | ------ |  | ---- | ------ |  | - | ------
|                                                                           |  | Three Months Ended September 30, |        | Nine Months Ended September 30,
|                                                                           |  | 2005                             |        | 2004                            |   | 2005   |  | 2004
|Numerator:                                                                 |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Net income                                                                 |  | $                                | 22,592 |                                 | $ | 9,077  |  | $    | 57,057 |  | $ | 40,419
|                                                                           |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Denominator:                                                               |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Basic weighted average number of shares                                    |  |                                  | 34,126 |                                 |   | 33,896 |  |      | 34,035 |  |   | 33,721
|                                                                           |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Dilutive securities:                                                       |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Stock options                                                              |  |                                  | 1,481  |                                 |   | 1,026  |  |      | 1,081  |  |   | 1,059 
|                                                                           |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Diluted adjusted weighted average number of shares and assumed conversions |  |                                  | 35,607 |                                 |   | 34,922 |  |      | 35,116 |  |   | 34,780
|                                                                           |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Net income per common share:                                               |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Basic                                                                      |  | $                                | 0.66   |                                 | $ | 0.27   |  | $    | 1.68   |  | $ | 1.20  
|                                                                           |  |                                  |        |                                 |   |        |  |      |        |  |   |       
|Diluted                                                                    |  | $                                | 0.63   |                                 | $ | 0.26   |  | $    | 1.62   |  | $ | 1.16  
|                                                                           |  |                                  |        |                                 |   |        |  |      |        |  |   |       



11. Comprehensive Income



The following are components of comprehensive income (in
thousands):



|                                                             |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------------------------------ |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                             |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                                             |  | 2005                             |        |   | 2004                            |   |        | 2005 |  |   | 2004    |  
|Net income                                                   |  | $                                | 22,592 |   |                                 | $ | 9,077  |      |  | $ | 57,057  |   |  | $ | 40,419 |  
|Other comprehensive income (loss), net of tax:               |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Foreign currency translation adjustment                      |  |                                  | (2     | ) |                                 |   |       |      |  |   | (2      | ) |  |   |       |  
|Net change in fair value of derivative financial instruments |  |                                  | (5,615 | ) |                                 |   | (2,490 | )    |  |   | (15,282 | ) |  |   | (5,795 | )
|Financial derivative settlements reclassified to income      |  |                                  | 5,917  |   |                                 |   | 1,669  |      |  |   | 7,940   |   |  |   | 2,658  |  
|                                                             |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Comprehensive income                                         |  | $                                | 22,892 |   |                                 | $ | 8,256  |      |  | $ | 49,713  |   |  | $ | 37,282 |  
|                                                             |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  



11



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##### Table of Contents

Cautionary Statement About Forward-Looking Statements



In this quarterly report on Form 10-Q (Quarterly Report), unless the context requires otherwise, when we refer to Spinnaker, the Company, we, us or
our we are describing Spinnaker Exploration Company and its subsidiaries.



Some of the information in this Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act). These forward-looking statements may be identified by the use of the words anticipate, believe, contemplate, estimate, expect,
may, plan, will, would and similar expressions that contemplate future events. Forward-looking statements include information concerning the possible or assumed future results of our operations, the
expected completion and timing of the Merger and other information relating to the Merger. You should be aware that forward looking statements involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on our business or operations. These
forward-looking statements speak only as of the date on which the statements were made, and we undertake no obligation to update or revise any forward-looking statements made under Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations or elsewhere in this Quarterly Report as a result of new information, future events or otherwise, except in each case as required by law. In addition to other factors and matters contained or incorporated in
this Quarterly Report, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:



| |  |  | the failure to satisfy the conditions to consummate the Merger, including the receipt of the required stockholder approval;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | the failure of the Merger to close for any other reason;
| | - |  | --------------------------------------------------------



| |  |  | the outcome of legal proceedings that may be instituted against us and others in connection with the Merger Agreement;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | the amount of the costs, fees, expenses and chargers related to the Merger;
| | - |  | ---------------------------------------------------------------------------



| |  |  | financial position;
| | - |  | -------------------



| |  |  | business strategy;
| | - |  | ------------------



| |  |  | budgets;
| | - |  | --------



| |  |  | amount, nature and timing of capital expenditures, including future development costs;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | drilling of wells;
| | - |  | ------------------



| |  |  | oil and gas reserves;
| | - |  | ---------------------



| |  |  | timing and amount of future production of oil and gas;
| | - |  | ------------------------------------------------------



| |  |  | marketing of oil and gas;
| | - |  | -------------------------



| |  |  | operating costs and other expenses;
| | - |  | -----------------------------------



| |  |  | cash flow and anticipated liquidity; and
| | - |  | ----------------------------------------



| |  |  | prospect development and property acquisitions.
| | - |  | -----------------------------------------------



| |  |  | the risks associated with exploration;
| | - |  | --------------------------------------



| |  |  | delays in anticipated production start-up dates;
| | - |  | ------------------------------------------------



| |  |  | shut-ins of production for platform, pipeline and facility maintenance, additions and removals;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | potential mechanical failure or under-performance of significant wells;
| | - |  | -----------------------------------------------------------------------



| |  |  | the relatively short production lives of certain properties;
| | - |  | ------------------------------------------------------------



| |  |  | the concentration of production and reserves in a small number of properties;
| | - |  | -----------------------------------------------------------------------------



| |  |  | maturity of the Gulf of Mexico shelf;
| | - |  | -------------------------------------



| |  |  | oil and gas price volatility;
| | - |  | -----------------------------



| |  |  | our hedging activities;
| | - |  | -----------------------



| |  |  | our ability to find, replace, develop and acquire oil and gas reserves;
| | - |  | -----------------------------------------------------------------------



| |  |  | uncertainties in the estimation of proved reserves and in the projection of future rates of production and the timing and amount of development expenditures;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



12



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##### Table of Contents

| |  |  | downward revisions of proved reserves and the related negative impact on the depreciation, depletion and amortization (DD&A) rate;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | write-downs of oil and gas properties if oil and gas prices decline, proved reserves are revised downward or our finding and development costs continue to increase;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | operating hazards attendant to the oil and gas business;
| | - |  | --------------------------------------------------------



| |  |  | drilling and completion risks, which costs are generally not recoverable from third parties or insurance;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | weather risks and natural disasters;
| | - |  | ------------------------------------



| |  |  | availability and cost of material and equipment;
| | - |  | ------------------------------------------------



| |  |  | actions or inactions of third-party operators of our properties;
| | - |  | ----------------------------------------------------------------



| |  |  | risks inherent in international operations;
| | - |  | -------------------------------------------



| |  |  | our ability to find and retain skilled personnel;
| | - |  | -------------------------------------------------



| |  |  | availability of capital;
| | - |  | ------------------------



| |  |  | the strength and financial resources of competitors and customers;
| | - |  | ------------------------------------------------------------------



| |  |  | regulatory developments;
| | - |  | ------------------------



| |  |  | environmental risks; and
| | - |  | ------------------------



| |  |  | general economic conditions.
| | - |  | ----------------------------



For additional discussion of these and other factors, risks and uncertainties, see our reports and documents filed with the Commission, which reports and
documents should be read in conjunction with this Quarterly Report.



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Executive Overview



On September 18, 2005, Spinnaker, Hydro, Hydro Americas and Merger Sub entered into the Merger Agreement, pursuant to which Merger Sub will merge
with and into Spinnaker, with Spinnaker continuing after the Merger as the surviving corporation and an indirect wholly owned subsidiary of Hydro. At the effective time of the Merger, each issued and outstanding share of our common stock will be
converted into the right to receive $65.50 in cash.



The Merger
is conditioned upon, among other things, receipt of necessary approvals from various regulatory authorities, approval by the holders of a majority of our common stock and other customary closing conditions. In the event of a termination of the
Merger Agreement under certain circumstances, we may be required to pay Hydro Americas a termination fee as set forth in the Merger Agreement.



In connection with the execution of the Merger Agreement, Warburg Pincus Ventures, L.P. and Roger L. Jarvis, our Chairman of the Board, President and
Chief Executive Officer, entered into the Stockholders Agreement with Hydro Americas providing that, while the Merger Agreement is in effect, their shares will be voted in favor of adopting the Merger Agreement, against any action or agreement
that would result in a breach in any material respect of any covenant or any other obligations or agreement of Spinnaker under the Merger Agreement or of any representation or warranty of Spinnaker in the Merger Agreement, and against any proposal
made in opposition to or in competition with the Merger. The shares subject to the Stockholders Agreement represent approximately 20.3% of our issued and outstanding shares.



In addition, Mr. Jarvis and Merger Sub entered into a consulting agreement, pursuant to which Mr. Jarvis will
provide certain consulting services to the surviving corporation for a period of twelve months commencing upon the effective date of the Merger.



Our primary objective since inception has been to assemble a large 3-D seismic database and focus on exploration activities in the Gulf of Mexico because
we believe that this area represents one of the most attractive exploration regions in North America. We also believe that a geographic focus provides an excellent opportunity to develop and maintain competitive advantages through our regional
exploration and operating expertise. We try to maintain balance and diversity in our exploration approach by drilling both shallow water and deepwater prospects, ranging from lower-risk prospects to higher-risk, higher-potential prospects. We have
also evaluated onshore and offshore opportunities outside the Gulf of Mexico in the past.



In order to diversify our operations and apply our skill set to other opportunities, we entered into two farm-out agreements with Devon Energy Corporation (Devon) covering OPL Blocks 256 and 242 offshore
Nigeria. The Nigerian



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government, through the Ministry of Petroleum Resources, has granted approval for a wholly-owned subsidiary of Devon to
assign 12.5% of its participating interest in OPL Block 256 to Spinnaker. The farmout agreement for OPL Block 242 covers a 15% interest currently owned by a wholly-owned subsidiary of Devon. The transfer of this interest to Spinnaker is subject to
various approvals from the Nigerian government.



These
opportunities offshore Nigeria give us exposure to large acreage positions that contain multiple prospects in a prolific basin. We expect our capital requirements for exploratory activities in connection with this venture to be approximately $50
million to $60 million over a two to three year period. The first well offshore Nigeria was determined to be unsuccessful in April 2005. As a result, we recorded an $8.5 million pre-tax impairment charge related to our international oil and gas
properties in the first nine months of 2005. We have a commitment to drill a minimum of two additional exploratory wells on OPL Block 256, including one well we expect to spud later this year. We are committed to participate in an extensive seismic
program and drilling of an exploratory well on OPL Block 242.



Third quarter 2005 financial and operating highlights were as follows:



| |  |  | Net income was $22.6 million, or $0.63 per diluted share, up 149% from third quarter 2004 net income of $9.1 million, or $0.26 per diluted share.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenues were $84.1 million, up 33% from third quarter 2004 revenues of $63.2 million, and were primarily impacted by a 52% increase in the average commodity price, partially offset
by the impact of an 8% decrease in production.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Production was 10.4 Bcfe, down 8% from third quarter 2004 production of 11.3 Bcfe. Oil revenues increased 164% as a result of an 87% increase in oil production and a 41% increase in
the average oil price, and natural gas revenues increased 4% as a result of a 54% increase in the average natural gas price, partially offset by a 32% decrease in natural gas production. Third quarter 2005 production decreased from the second
quarter of 2005 primarily due to Hurricanes Katrina and Rita, both of which caused production shut-ins and delayed drilling and completion operations within our operating areas in the Gulf of Mexico. Certain of our production remains shut-in
primarily due to damages sustained by third party owners of pipelines and facilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We expect to be at 80% of total production capacity by mid-November. We estimate that approximately 2.8 Bcfe of production has been deferred in the third
quarter of 2005 as a result of the hurricanes. Our annual production, operating and financial guidance provided on August 1, 2005 should not be relied on, and, until further notice, we will no longer be providing forward-looking guidance.



We had $0.4 million in cash and cash equivalents, outstanding
borrowings of $30.0 million under the Revolver and capital lease obligations of $75.0 million as of September 30, 2005. We have experienced and expect to continue to experience substantial capital requirements. We incurred capital costs of
approximately $247.7 million in the first nine months of 2005, including $72.1 million in the three months ended September 30, 2005. Additionally, we have had negative working capital at the end of each of the past four years. Excluding current
deferred tax assets of $41.7 million, our working capital deficit was $49.1 million as of September 30, 2005 compared to a deficit of $13.5 million as of December 31, 2004. We have capital expenditure plans for 2005 totaling approximately
$310.0 million. We believe that cash flows from operations and proceeds from available borrowings under the Revolver will be sufficient to meet our capital requirements in the next twelve months.



Although we have been able to maintain a drilling success rate of
approximately 60% since inception, our exploratory drilling successes on the shelf and deep shelf since the second half of 2001 were smaller and had less impact on our operating results than those prior to that time, resulting in a negative impact
on our subsequent production and reserve growth and an increase in our DD&A rate per Mcfe through March 31, 2005. Additionally, several of our discoveries since mid-2001 were in the deep water where longer lead times are required before
first production. In particular, we had our first discovery at Front Runner in early 2001 and production commenced in December 2004. Significant proved reserve additions in the second quarter of 2005 contributed to an 8% decrease in the second
quarter 2005 DD&A rate compared to the first quarter 2005 DD&A rate. The third quarter 2005 DD&A rate increased 2% compared to the second quarter 2005 DD&A rate.



Production



Since inception, 85% of our total production has been natural gas and related natural gas liquids, including 53% in the third quarter of 2005. Oil
production increased 87% in the third quarter of 2005 compared to the third quarter of 2004 primarily due to production at Front Runner. Additional wells will be completed at the Front Runner spar production facility as ramp-up activities continue.
Considering oil production from deepwater projects in 2005, we anticipate that the historical concentration in natural gas production will decrease to approximately one-half of total production by year-end 2005. As a result, our revenues,
profitability and cash flows will be less sensitive to natural gas prices and more sensitive to oil prices than in the past.



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Generally, our producing properties on the shelf have high initial production rates followed by steep
declines. As a result, we must continually drill for and develop new oil and gas reserves on the shelf and in deep water to replace those being depleted by production. Substantial capital expenditures are required to find and develop these reserves.
Our challenge is to find and develop reserves at economic rates and commence production of these reserves as quickly and efficiently as possible. Our near-term production growth is dependent upon the success of our shelf drilling activities since
large deepwater development projects require significantly more time before production commences.



Drilling Activities and Oil and Gas Property Costs



From inception through September 30, 2005, we participated in drilling 187 wells in the Gulf of Mexico resulting in 111 discoveries. Historically,
most of the wells we drilled were on the shelf. However, we are transitioning to more deepwater operations. Prior to 2001, we drilled nine deepwater wells, three of which were successful. Since 2001 and through September 30, 2005, we have
drilled 35 deepwater wells, 23 of which were successful. Our most significant deepwater projects include oil discoveries at Front Runner and at Mississippi Canyon 734 (Thunder Hawk) and natural gas discoveries in the Eastern Gulf of
Mexico at DeSoto Canyon Blocks 618/619/620/621 (Eastern Gulf Project) and at Mississippi Canyon 961 (Q). Front Runner commenced production in December 2004. The Eastern Gulf Project development plan is complete. Our fields in
the Eastern Gulf of Mexico, along with several other dedicated fields in the Eastern Gulf, will be developed via subsea tieback to a floating production facility located in Mississippi Canyon 920 that will be capable of processing 850 MMcf of
natural gas per day. We currently own 10.6% of the processing rights associated with this facility and the export pipelines. We anticipate that both the production capacity of the facility and our ownership of the processing rights will be
increased. We anticipate first production from the Eastern Gulf Project and Q in 2007. We are currently evaluating development options at Thunder Hawk.



We participated in two successful wells in four attempts in the third quarter of 2005. Capital costs incurred totaled $72.1 million in the third quarter
of 2005, including approximately $11.3 million for leasehold and other acquisition activities, $34.0 million for exploration activities, $26.7 million for development activities and $0.1 million for acquisitions of other property and equipment.



Our current capital expenditure budget for 2005 is
approximately $310.0 million, including $190.0 million for exploration activities and geological and geophysical expenditures, $75.0 million for development activities, $42.0 million for leasehold acquisitions and $3.0 million for other property and
equipment. We currently plan to drill five wells in the Gulf of Mexico during the fourth quarter of 2005. We expect to evaluate three of these wells in 2005, including one well on the shelf and two wells in the deep water. We expect to evaluate the
remaining two wells on the shelf in early January 2006.



Finding and Development Costs



We believe that
the DD&A rate is the best measure for evaluating finding and development costs per Mcfe since the rate generally considers all acquisition, exploration and development costs. The rate also considers any additional development costs associated
with proved reserves, such as costs for drilling new wells, sidetracks and recompletions, which we will incur in the future to produce the oil and gas reserves and an estimate of the costs to abandon wells, platforms, facilities and pipelines after
reservoirs are depleted. However, other factors must also be considered when relying on the DD&A rate as a measure for evaluating a companys finding and development costs per Mcfe. In most cases, the total estimated resource of a reservoir
is not usually proved with only one well, and the initial proved reserves are generally burdened with 100% of the development costs as well as any future development costs. In addition, the costs of successful wells may impact the DD&A rate
before associated proved reserves are booked in some instances.



The DD&A rate per Mcfe is calculated quarterly and increased 5% to $3.32 in the third quarter of 2005 from $3.17 in the third quarter of 2004. The DD&A rate increased 2% in the third quarter of 2005 from $3.24 in the second quarter
of 2005. Of the $0.08 increase in the DD&A rate from the second quarter of 2005, approximately $0.06 related to increased future development and other costs and $0.02 related to two unsuccessful operations in the third quarter of 2005.



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Proved Oil and Gas Reserves



We have achieved reserve growth through exploration activities and have not added any reserves through acquisition
activities through September 30, 2005. As of June 30, 2005, Ryder Scott Company, L.P. (Ryder Scott) estimated net proved reserves at approximately 373.3 Bcfe, with a present value of future net cash flows (before income taxes)
of approximately $1.605 billion. Proved reserves were up 22% from the end of 2004. Oil and condensate reserves were 46% of total proved reserves, and proved undeveloped reserves were 66% of total proved reserves as of June 30, 2005. Front
Runner represented approximately 40% of our total proved undeveloped reserves. Our proved reserve additions in the first half of 2005 totaled approximately 91.4 Bcfe. For the first six months of 2005, we replaced 369% of production. Three fields,
including Front Runner, Thunder Hawk and Q, comprise approximately 60% of our total proved reserves. Thunder Hawk and Q are in active development and are expected to commence production in 2007 or 2008.



Oil and Gas Prices and Hedging Activities



Oil and gas prices fluctuate widely, primarily affecting the amount of cash
flow available for capital expenditures, our ability to borrow and raise additional capital and the amount of oil and gas that we can economically produce. Oil and gas prices have been extremely volatile recently as a result of various factors,
including weather, industrial demand and uncertainty related to the ability of the energy industry to provide supply to meet future demand. There are questions whether fundamentals support current prices.



We enter into hedging arrangements from time to time to reduce our exposure
to fluctuations in oil and gas prices and to achieve more predictable cash flow. However, these contracts limit the benefits we would realize if prices increase. We recorded net hedging losses of $9.1 million and $2.6 million in the three months
ended September 30, 2005 and 2004, respectively, and net hedging losses of $12.3 million and $4.2 million in the first nine months of 2005 and 2004, respectively. If oil and gas prices stabilize at current levels, we will incur additional
hedging losses in the remainder of 2005. Major challenges related to our hedging activities include a determination of the proper production volumes to hedge and acceptable commodity price levels for each hedge transaction.



Revenues, profitability, cash flow and future growth depend substantially on
prevailing oil and gas prices and our ability to find and develop oil and gas reserves that are economically recoverable. A substantial or extended decline in the prices for oil and gas could have a material adverse effect on our financial position,
results of operations, cash flows, quantities of oil and gas reserves that may be economically produced and access to capital.



Critical Accounting Policies



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Significant estimates include DD&A of proved oil and gas properties. Oil and gas reserve estimates, which are the basis for unit-of-production DD&A and the full cost ceiling test, are
inherently imprecise and are expected to change as future information becomes available. In addition, alternatives may exist among various accounting methods. In such cases, the choice of accounting method may also have a significant impact on
reported amounts. Our critical accounting policies are as follows:



Full Cost Method of Accounting



The accounting
for oil and gas exploration and production is subject to special accounting rules that are specific to the industry. Two allowable methods exist for these activities: the successful efforts method and the full cost method. Several significant
differences exist between the two methods. The major difference is under the successful efforts method, costs such as geological and geophysical, exploratory dry holes and delay rentals are expensed as incurred whereas under the full cost method,
these types of charges are capitalized into the full cost amortization base.



We use the full cost method of accounting for investments in oil and gas properties. Under this method, cost centers are established on a country-by-country basis, and all acquisition, exploration and development
costs, including certain related employee costs incurred for the purpose of exploring for and developing oil and gas properties, are capitalized. Acquisition costs include costs incurred to purchase, lease or otherwise acquire property. Exploration
costs include the costs of drilling exploratory wells, including those in progress, and geological and geophysical service costs. Development costs include the costs of drilling development wells, completions, platforms, facilities, pipelines and
the costs related to the retirement of these assets. Costs associated with production and general corporate activities are expensed in the period incurred. Sales of oil and gas properties, whether or not being amortized currently, are accounted for
as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved oil and gas reserves.



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Application of the full cost method of accounting for oil and gas properties generally results in higher
capitalized costs, no exploration costs and higher DD&A rates than the application of the successful efforts method of accounting. Although some of these costs will ultimately result in no additional proved reserves, we expect the benefits of
successful wells to more than offset the costs of any unsuccessful ones. As a result, we believe that the full cost method of accounting better reflects the true economics of exploring for and developing oil and gas reserves. Our financial position
and results of operations would have been significantly different had we used the successful efforts method of accounting for our oil and gas investments.



Since inception, we have had a single cost center for our U.S. Gulf of Mexico operations. In connection with our West African venture, we have a separate
cost center for our Nigerian operations.



Proved Oil and Gas
Reserve Estimates



Ryder Scott prepares estimates of our
proved oil and gas reserves as of June 30 and December 31 each year. These estimates of proved reserves are based on the quantities of oil and gas which geological and engineering data demonstrate, with reasonable certainty, to be
recoverable in future years from known reservoirs under existing economic and operating conditions. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgment. For
example, we must estimate, among others, the amount and timing of future production, operating, workover and transportation expenses and development and abandonment costs, all of which may vary considerably from actual results. In addition, as
prices and cost levels change from year to year, the estimate of proved reserves also changes. Any significant variance in these assumptions could materially affect the estimated quantity and value of our proved oil and gas reserves.



Despite the inherent imprecision in these engineering estimates, our proved
reserves are used throughout our financial statements. For example, we use the unit-of-production method to amortize our oil and gas properties and the quantity of proved reserves could significantly impact our DD&A rate and related expense. Our
oil and gas properties are also subject to a ceiling limitation based in part on the quantity of our proved reserves. Finally, these proved reserves are the basis for our supplemental oil and gas disclosures.



Depreciation, Depletion & Amortization



DD&A expense is comprised of many factors, including costs incurred in
the acquisition, exploration and development of proved oil and gas reserves, production levels, estimates of proved reserve quantities and future development and abandonment costs. We compute the provision for DD&A of oil and gas properties on a
quarterly basis using the unit-of-production method. The calculation is based on quarterly production and estimates of proved reserves. Unevaluated costs are excluded from the amortization base until the properties associated with these costs are
evaluated. In addition to costs associated with evaluated properties, the amortization base includes estimated future development costs and dismantlement, restoration and abandonment costs and estimated salvage values of platforms and other
equipment associated with future asset retirement obligations.



Certain future development costs may be excluded from amortization when incurred in connection with major development projects expected to entail significant costs to ascertain the quantities of proved reserves attributable to the
properties under development. The amounts that may be excluded are portions of the costs that relate to the major development project and have not previously been included in the amortization base and the estimated future expenditures associated
with the development project. Such costs may be excluded from costs to be amortized until the earlier determination of whether additional reserves are proved or impairment occurs.



As of September 30, 2005, we excluded from the amortization base estimated future expenditures of $29.1 million
associated with common development costs for our deepwater discovery at Front Runner. This estimate of future expenditures associated with common development costs is based on existing proved reserves to total proved reserves expected to be
established upon completion of the Front Runner project. If the $29.1 million had been included in the amortization base as of September 30, 2005, and no additional reserves were assigned to the Front Runner project, the DD&A rate would
have been $3.39 per Mcfe, or an increase of $0.07 over the actual third quarter 2005 DD&A rate of $3.32 per Mcfe. All future development costs associated with the deepwater discovery at Front Runner are included in the determination of estimated
future net cash flows from proved oil and gas reserves used in the full cost ceiling calculation.



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Full Cost Ceiling



Under full cost accounting rules, total capitalized costs within each of our cost centers are limited to a ceiling equal to
the present value of future net cash flows from proved oil and gas reserves located within the applicable region, discounted at 10% per annum, plus the lower of cost or fair value of unproved properties less income tax effects (the
ceiling limitation). We perform a quarterly ceiling test to determine whether the net book value of our full cost amortization base within each of our cost centers exceeds the ceiling limitation. If capitalized costs, net of accumulated
DD&A, less related deferred taxes are greater than the ceiling limitation, a write-down or impairment of the full cost amortization base is required. A write-down of the carrying value of oil and gas properties is a non-cash charge that reduces
earnings and typically results in lower DD&A expense in future periods.



In accordance with Commission guidelines, we include estimated future cash flows from our hedging program in our ceiling test calculation. In addition, subsequent to the adoption of SFAS No. 143, the future cash
outflows associated with the settlement of asset retirement obligations are not included in the computation of the discounted present value of future net cash flows for the purposes of the ceiling test calculation.



In calculating the ceiling test for our U.S. cost center as of
September 30, 2005, we estimated a full cost ceiling cushion of $1.188 billion, using prices of $15.11 per Mcf of natural gas, $60.09 per barrel of oil and $36.27 per barrel of natural gas liquids. Considering the volatility of oil
and gas prices, it is probable that our estimate of discounted future net cash flows from proved oil and gas reserves will change in the near term. Capitalized costs related to our operations in Nigeria are subject to a separate ceiling limitation
as the costs are evaluated. If oil and gas prices decline, even if for only a short period of time, if we incur significant costs associated with unsuccessful drilling operations or if we have downward revisions to our estimated proved reserves, it
is possible that write-downs of oil and gas properties could occur in the future.



Unproved Properties



The costs associated with unproved properties and properties under development are not initially included in the amortization base and primarily relate to unevaluated leasehold costs, delay rentals, geological and geophysical costs, wells
in-progress and wells pending determination.



Geological and
geophysical costs, including 3-D seismic data costs and related seismic hardware and software costs, are included in the full cost amortization base as incurred when such costs cannot be associated with specific unevaluated properties for which we
own a direct interest. Seismic data costs are associated with specific unevaluated properties if the seismic data may be used to evaluate acreage that is covered by a leasehold interest owned by Spinnaker. We make this determination based on an
analysis of leasehold and seismic maps and discussions with our management and exploration managers. Seismic hardware and software costs are associated with specific unevaluated properties if the hardware and software was acquired specifically to
process or reprocess certain 3-D seismic data that covers an area or trend containing a leasehold interest owned by Spinnaker. We make this determination based on discussions with our management and information technology and seismic processing
specialists. When such seismic data, hardware and software costs can be associated with specific unevaluated properties and excluded from the full cost amortization base, we allocate the costs based on managements judgment of the potential
economic value to be realized upon determination of whether or not proved reserves can be assigned to the properties. Significant assumptions used by management in determining the potential economic value of an owned leasehold interest include the
number of successful and unsuccessful wells drilled within and around the lease and trend, the number of prospects on the lease and the size of the potential resource associated with the lease.



Unevaluated leasehold costs, delay rentals and geological and geophysical
costs associated with specific properties are transferred to the amortization base either upon determination of whether or not proved reserves can be assigned to the properties or if impairment has occurred. The costs of drilling exploratory dry
holes are transferred to the amortization base immediately upon determination that the well is unsuccessful. The costs associated with wells in-progress and wells pending determination are transferred to the amortization base upon determination of
whether or not proved reserves can be assigned to the properties.



Leasehold Costs



In September 2004, the FASB
issued FASB Staff Position (FSP) No. FAS 142-2, Application of FASB Statement No. 142, Goodwill and Other Intangible Assets to Oil and Gas Producing Entities. This FSP confirms that SFAS No. 142 did not change the
balance sheet classification or disclosure requirements for drilling and mineral rights of oil and gas producing entities. We classify the costs of oil and gas drilling and mineral rights as property and equipment.



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Asset Retirement Obligations



We recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The
associated asset retirement costs are capitalized as part of the carrying amount of the asset. The fair value of a liability for an asset retirement obligation is the amount which that liability could be settled in a current transaction between
willing parties. We use the expected cash flow approach for calculating asset retirement obligations. The liability is discounted using the credit-adjusted risk-free interest rate in effect when the liability is initially recognized. The changes in
the liability for an asset retirement obligation due to the passage of time are measured by applying an interest method of allocation to the amount of the liability at the beginning of the period. This amount is recognized as an increase in the
carrying amount of the liability and as accretion expense classified as an operating item in the statement of operations.



Financial Instruments and Price Risk Management Activities



As of September 30, 2005, our financial instruments consisted of cash and cash equivalents, receivables, payables and
derivative instruments. The carrying amounts of cash and cash equivalents, receivables and payables approximate fair value because of the short-term nature of these items. We enter into hedging arrangements from time to time to reduce our exposure
to fluctuations in oil and gas prices and to achieve more predictable cash flow. These hedging arrangements take the form of swap contracts or cashless collars and are placed with major trading counterparties.



Stock-Based Compensation



SFAS No. 148 amends SFAS No. 123 to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation and to require prominent disclosure about the effects on reported net income of an entitys accounting policy
decisions with respect to stock-based employee compensation. SFAS No. 148 amends APB Opinion No. 28 to require disclosure about those effects in interim financial information.



SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair value. We elected to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of the Common Stock at the date of the grant over the amount an employee must pay to acquire the
Common Stock.



On December 16, 2004, the FASB revised SFAS
No. 123 that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value
of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS
No. 123(R) replaces SFAS No. 123 and supersedes APB Opinion No. 25. Adoption of SFAS No. 123R will require us to recognize compensation expense for all awards we grant after the date of adoption and for the unvested portion of
all options granted that remain outstanding on the date of adoption.



On April 14, 2005, the Commission announced that it would permit additional time to implement the requirements in SFAS No. 123R. As originally issued by the FASB, public companies were required to implement SFAS No. 123R as
of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Commission will permit companies to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting
period beginning after June 15, 2005 as required by SFAS No. 123R. The Commission is not changing any of the accounting requirements in SFAS No. 123R. We will be required to implement SFAS No. 123R as of January 1, 2006. All
options that we granted prior to December 31, 2001 will be fully vested prior to adoption of SFAS No. 123R and will not be considered as part of the adoption in accordance with the new standard. We are currently evaluating the effect of
adopting SFAS No. 123R.



In May 2005, the Compensation
Committee of our Board of Directors authorized the issuance of restricted shares of common stock to all employees under the Companys 1999 Stock Incentive Plan and 2001 Stock Incentive Plan. The restricted stock awards are amortized ratably
over the vesting period of four years. We recorded unearned compensation in connection with this grant, representing the fair value of the restricted stock awards on the date of grant. Unearned compensation is recognized as compensation expense
within general and administrative expenses and oil and gas properties ratably over the remaining vesting periods.



Related Parties



We purchase oilfield goods, equipment and services from Cooper Cameron Corporation (Cooper Cameron) and National-Oilwell Varco, Inc.
(National-Oilwell) and other oilfield services companies in the ordinary course of business.



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We incurred charges of less than $0.1 million in the first nine months of 2005 from Cooper Cameron. Mr. Sheldon R. Erikson, a director of Spinnaker, serves
as Chairman of the Board, Chief Executive Officer and President of Cooper Cameron. We incurred charges of less than $0.1 million in the first nine months of 2005 from National-Oilwell. Mr. Roger L. Jarvis, Chairman of the Board, President and Chief
Executive Officer of Spinnaker, serves as a director of National-Oilwell. These amounts represent less than 1% of Cooper Camerons and National-Oilwells total revenues in the first nine months of 2005 and only reflect charges directly
incurred by us. Our partners may incur charges from these related parties that are not included above.



We believe that these transactions are at arms-length and the charges we pay for such goods, equipment and services are competitive with the charges
and fees of other companies providing oilfield goods, equipment and services to the oil and gas exploration and production industry. Each of these companies is a leader in its respective segments of the oilfield services sector. We could be at a
disadvantage if we were to discontinue using these companies as vendors.



New Accounting Pronouncements



On December 16, 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, to clarify the accounting for nonmonetary exchanges of similar productive assets. SFAS
No. 153 eliminates the exception from the fair value measurement for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 will be applied prospectively and is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. We do not expect SFAS No. 153 to have a material impact on our consolidated financial statements.



Results of Operations



Three Months Ended September 30, 2005 as Compared to the Three Months Ended September 30, 2004



|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|----------------------------------------------------------------- |  | -------------------------------- | ------ | - | ---- | - | ------ | -------- |  | - | ------ | - |  | ----- | --
|                                                                  |  | Three Months Ended September 30, |       
|                                                                  |  | 2005                             |        |   | 2004 |   |        | Variance | 
|Production:                                                       |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Natural gas (MMcf)                                                |  |                                  | 5,495  |   |      |   | 8,137  |          |  |   | (2,642 | ) |  | (32   | )%
|Oil and condensate (MBbls)                                        |  |                                  | 681    |   |      |   | 365    |          |  |   | 316    |   |  | 87    | % 
|Natural gas liquids (MBbls)                                       |  |                                  | 136    |   |      |   | 154    |          |  |   | (18    | ) |  | (12   | )%
|Total (MMcfe)                                                     |  |                                  | 10,400 |   |      |   | 11,251 |          |  |   | (851   | ) |  | (8    | )%
|                                                                  |  |                                  |        |  
|Revenues (in thousands):                                          |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Natural gas                                                       |  | $                                | 48,877 |   |      | $ | 46,966 |          |  | $ | 1,911  |   |  | 4     | % 
|Oil and condensate                                                |  |                                  | 39,554 |   |      |   | 15,009 |          |  |   | 24,545 |   |  | 164   | % 
|Natural gas liquids                                               |  |                                  | 4,346  |   |      |   | 3,790  |          |  |   | 556    |   |  | 15    | % 
|Net hedging losses                                                |  |                                  | (9,147 | ) |      |   | (2,607 | )        |  |   | (6,540 | ) |  | 251   | % 
|Other                                                             |  |                                  | 489    |   |      |   | 33     |          |  |   | 456    |   |  | 1,382 | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Total                                                             |  | $                                | 84,119 |   |      | $ | 63,191 |          |  | $ | 20,928 |   |  | 33    | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Average realized sales price per unit:                            |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Natural gas revenues from production (per Mcf)                    |  | $                                | 8.90   |   |      | $ | 5.77   |          |  | $ | 3.13   |   |  | 54    | % 
|Effects of hedging activities (per Mcf)                           |  |                                  | (0.35  | ) |      |   | (0.31  | )        |  |   | (0.04  | ) |  | 13    | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Average realized price (per Mcf)                                  |  | $                                | 8.55   |   |      | $ | 5.46   |          |  | $ | 3.09   |   |  | 57    | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Oil and condensate revenues from production (per Bbl)             |  | $                                | 58.07  |   |      | $ | 41.10  |          |  | $ | 16.97  |   |  | 41    | % 
|Effects of hedging activities (per Bbl)                           |  |                                  | (10.64 | ) |      |   | (0.25  | )        |  |   | (10.39 | ) |  | 4,156 | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Average realized price (per Bbl)                                  |  | $                                | 47.43  |   |      | $ | 40.85  |          |  | $ | 6.58   |   |  | 16    | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Natural gas liquids revenues from production (per Bbl)            |  | $                                | 31.86  |   |      | $ | 24.65  |          |  | $ | 7.21   |   |  | 29    | % 
|Effects of hedging activities (per Bbl)                           |  |                                  |       |   |      |   |       |          |  |   |       |   |  |      |   
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Average realized price (per Bbl)                                  |  | $                                | 31.86  |   |      | $ | 24.65  |          |  | $ | 7.21   |   |  | 29    | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Total revenues from production (per Mcfe)                         |  | $                                | 8.92   |   |      | $ | 5.85   |          |  | $ | 3.07   |   |  | 52    | % 
|Effects of hedging activities (per Mcfe)                          |  |                                  | (0.88  | ) |      |   | (0.24  | )        |  |   | (0.64  | ) |  | 267   | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Total average realized price (per Mcfe)                           |  | $                                | 8.04   |   |      | $ | 5.61   |          |  | $ | 2.43   |   |  | 43    | % 
|                                                                  |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Expenses (per Mcfe):                                              |  |                                  |        |   |      |   |        |          |  |   |        |   |  |       |   
|Lease operating expenses                                          |  | $                                | 0.67   |   |      | $ | 0.59   |          |  | $ | 0.08   |   |  | 14    | % 
|Depreciation, depletion and amortization  oil and gas properties |  | $                                | 3.32   |   |      | $ | 3.17   |          |  | $ | 0.15   |   |  | 5     | % 



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Revenues and Production



Revenues increased $20.9 million, or 33%, in the third quarter of 2005 compared to the third quarter of 2004. The increase
was primarily due to a 52% higher average commodity price and a $0.5 million net increase in other revenues, partially offset by the impact of 8% lower production and a $6.5 million increase in hedging losses.



Production decreased approximately 0.9 Bcfe, or 8%, in the third quarter of
2005 compared to the third quarter of 2004. Average daily production in the third quarter of 2005 was 113 MMcfe compared to 122 MMcfe in the third quarter of 2004. Third quarter 2005 production decreased from the second quarter of 2005 primarily due
to Hurricanes Katrina and Rita, both of which caused production shut-ins and delayed drilling and completion operations within our operating areas in the Gulf of Mexico. Certain of our production remains shut-in primarily due to damages sustained by
third party owners of pipelines and facilities.



Natural gas
revenues increased $1.9 million, or 4%, due primarily to a 54% higher average price, partially offset by 32% lower production of 2.6 Bcf in the third quarter of 2005. Excluding the effects of hedging activities, the third quarter 2005 average
natural gas price was $8.90 per Mcf compared to $5.77 per Mcf in the same period of 2004. Oil and condensate revenues increased $24.5 million, or 164%, due primarily to an increase in production of 316 MBbls, or 87%, and a 41% higher average price.
The increase in oil production was primarily due to production from Front Runner. Front Runner commenced production in December 2004, and five of the nine wells have been completed and are producing in 2005 as ramp-up activities continue. Excluding
the effects of hedging activities, the third quarter 2005 average oil price was $58.07 per barrel compared to $41.10 per barrel in the same period of 2004. Natural gas liquids revenues increased $0.6 million, or 15%, in the third quarter of 2005
compared to the same period of 2004 based on natural gas production and related processing requirements.



Lease Operating Expenses



Lease operating expenses are costs incurred to operate and maintain wells and related equipment and facilities. These costs may include, among others,
workover expenses, labor, materials, supplies, property taxes, insurance, severance taxes and transportation, gathering and processing expenses. Lease operating expenses increased $0.3 million, or 5%, in the third quarter of 2005 compared to the
same period of 2004. Of the total increase, approximately $1.8 million was related to lease operating expenses at Front Runner, our deepwater project that commenced production in December 2004, and $0.4 million related to lease operating expenses on
other blocks where production commenced subsequent to the third quarter of 2004, offset in part by a net $1.9 million decrease in costs associated with producing blocks as of September 30, 2004.



Depreciation, Depletion and Amortization



DD&A decreased $1.2 million, or 3%, in the third quarter of 2005
compared to the third quarter of 2004. Of the total decrease in DD&A, $2.7 million related to lower production of 0.9 Bcfe, offset in part by $1.5 million related to a 5% higher DD&A rate.



General and Administrative



General and administrative expenses are overhead-related expenses, including
among others, wages and benefits for non-capitalized employees, auditing fees, legal fees, Sarbanes-Oxley Section 404 compliance fees, insurance, office rent, travel and entertainment, computer supplies and maintenance and investor relations
expenses. General and administrative expenses increased $1.5 million, or 36%, in the third quarter of 2005 compared to the third quarter of 2004 primarily due to costs of $1.2 million related to the proposed merger between Spinnaker and Hydro.



Income Tax Expense



Income tax expense increased $6.3 million, or 105%, due to 132% higher
pre-tax income, offset in part by a reduction in the effective tax rate to 35.3% in the third quarter of 2005 from 39.8% in the third quarter of 2004. The effective tax rate was reduced to 35.3% beginning in the first quarter of 2005 due to lower
expected deferred state income taxes resulting from a lower state apportionment factor.



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Nine Months Ended September 30, 2005 as Compared to the Nine Months Ended September 30,
2004



|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|----------------------------------------------------------------- |  | ------------------------------- | ------- | - | ---- | - | ------- | -------- |  | - | ------- | - |  | ----- | --
|                                                                  |  | Nine Months Ended September 30, |        
|                                                                  |  | 2005                            |         |   | 2004 |   |         | Variance | 
|Production:                                                       |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Natural gas (MMcf)                                                |  |                                 | 19,238  |   |      |   | 25,416  |          |  |   | (6,178  | ) |  | (24   | )%
|Oil and condensate (MBbls)                                        |  |                                 | 2,223   |   |      |   | 1,279   |          |  |   | 944     |   |  | 74    | % 
|Natural gas liquids (MBbls)                                       |  |                                 | 443     |   |      |   | 344     |          |  |   | 99      |   |  | 29    | % 
|Total (MMcfe)                                                     |  |                                 | 35,234  |   |      |   | 35,157  |          |  |   | 77      |   |  | 0     | % 
|                                                                  |  |                                 |         |  
|Revenues (in thousands):                                          |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Natural gas                                                       |  | $                               | 140,777 |   |      | $ | 150,901 |          |  | $ | (10,124 | ) |  | (7    | )%
|Oil and condensate                                                |  |                                 | 113,468 |   |      |   | 47,867  |          |  |   | 65,601  |   |  | 137   | % 
|Natural gas liquids                                               |  |                                 | 13,115  |   |      |   | 8,234   |          |  |   | 4,881   |   |  | 59    | % 
|Net hedging losses                                                |  |                                 | (12,273 | ) |      |   | (4,153  | )        |  |   | (8,120  | ) |  | 196   | % 
|Other                                                             |  |                                 | (675    | ) |      |   | (43     | )        |  |   | (632    | ) |  | 1,470 | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Total                                                             |  | $                               | 254,412 |   |      | $ | 202,806 |          |  | $ | 51,606  |   |  | 25    | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Average realized sales price per unit:                            |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Natural gas revenues from production (per Mcf)                    |  | $                               | 7.32    |   |      | $ | 5.94    |          |  | $ | 1.38    |   |  | 23    | % 
|Effects of hedging activities (per Mcf)                           |  |                                 | 0.02    |   |      |   | (0.16   | )        |  |   | 0.18    |   |  | (113  | )%
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Average realized price (per Mcf)                                  |  | $                               | 7.34    |   |      | $ | 5.78    |          |  | $ | 1.56    |   |  | 27    | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Oil and condensate revenues from production (per Bbl)             |  | $                               | 51.05   |   |      | $ | 37.42   |          |  | $ | 13.63   |   |  | 36    | % 
|Effects of hedging activities (per Bbl)                           |  |                                 | (5.74   | ) |      |   | (0.07   | )        |  |   | (5.67   | ) |  | 8,100 | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Average realized price (per Bbl)                                  |  | $                               | 45.31   |   |      | $ | 37.35   |          |  | $ | 7.96    |   |  | 21    | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Natural gas liquids revenues from production (per Bbl)            |  | $                               | 29.58   |   |      | $ | 23.93   |          |  | $ | 5.65    |   |  | 24    | % 
|Effects of hedging activities (per Bbl)                           |  |                                 |        |   |      |   |        |          |  |   |        |   |  |      |   
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Average realized price (per Bbl)                                  |  | $                               | 29.58   |   |      | $ | 23.93   |          |  | $ | 5.65    |   |  | 24    | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Total revenues from production (per Mcfe)                         |  | $                               | 7.59    |   |      | $ | 5.89    |          |  | $ | 1.70    |   |  | 29    | % 
|Effects of hedging activities (per Mcfe)                          |  |                                 | (0.35   | ) |      |   | (0.12   | )        |  |   | (0.23   | ) |  | 192   | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Total average realized price (per Mcfe)                           |  | $                               | 7.24    |   |      | $ | 5.77    |          |  | $ | 1.47    |   |  | 25    | % 
|                                                                  |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Expenses (per Mcfe):                                              |  |                                 |         |   |      |   |         |          |  |   |         |   |  |       |   
|Lease operating expenses                                          |  | $                               | 0.60    |   |      | $ | 0.51    |          |  | $ | 0.09    |   |  | 18    | % 
|Depreciation, depletion and amortization  oil and gas properties |  | $                               | 3.35    |   |      | $ | 2.99    |          |  | $ | 0.36    |   |  | 12    | % 



Revenues and
Production



Revenues increased $51.6 million, or 25%, in
the first nine months of 2005 compared to the first nine months of 2004. The increase was primarily due to a 29% higher average commodity price in the first nine months of 2005 and slightly higher production, partially offset by an $8.1 million
increase in hedging losses and a $0.6 million net decrease in other revenues resulting primarily from the ineffective component of derivatives of $0.7 million.



Production increased approximately 0.1 Bcfe in the first nine months of 2005 compared to the first nine months of 2004. Average daily production in
each of the first nine months of 2005 and 2004 was approximately 129 MMcfe. Production in 2005 was impacted by Hurricanes Katrina and Rita, both of which caused production shut-ins and delayed drilling and completion operations within our operating
areas in the Gulf of Mexico. Certain of our production remains shut-in primarily due to damages sustained by third party owners of pipelines and facilities.



Natural gas revenues decreased $10.1 million, or 7%, due primarily to lower production of 6.2 Bcf, or 24%, partially offset by a 23% higher average price
in the first nine months of 2005. Excluding the effects of hedging activities, the average natural gas price in the first nine months of 2005 was $7.32 per Mcf compared to $5.94 per Mcf in the same period of 2004. Oil and condensate revenues
increased $65.6 million, or 137%, due primarily to an increase in production of 944 MBbls, or 74%, and a 36% higher average price. The increase in oil production was primarily due to production from Front Runner. Front Runner commenced production in
December 2004, and five of the nine wells have been completed and are producing in 2005 as ramp-up activities continue. Excluding the effects of hedging activities, the average oil price in the first nine months of 2005 was $51.05 per barrel
compared to $37.42 per barrel in the same period of 2004. Natural gas liquids revenues increased $4.9 million, or 59%, in the first nine months of 2005 compared to the same period of 2004 based on natural gas production and related processing
requirements.



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Lease Operating Expenses



Lease operating expenses increased $3.2 million, or 18%, in the first nine months of 2005 compared to the first nine months
of 2004. Of the total increase, approximately $4.6 million was related to lease operating expenses at Front Runner, our deepwater project that commenced production in December 2004, and $0.8 million related to lease operating expenses on other
blocks where production commenced subsequent to September 30, 2004, offset in part by a net $2.2 million decrease in costs associated with producing blocks as of September 30, 2004.



Depreciation, Depletion and Amortization



DD&A increased $13.0 million, or 12%, in the first nine months of 2005
compared to the first nine months of 2004. Of the total increase in DD&A, $12.8 million related to a 12% higher DD&A rate and $0.2 million related to higher production of 0.1 Bcfe. The increase in the DD&A rate per Mcfe to $3.35 in the
first nine months of 2005 from $2.99 in the same period of 2004 was primarily due to costs associated with unsuccessful wells, a net downward revision to proved reserves in 2004 and higher finding costs associated with certain discoveries due
primarily to the timing of reserve recognition, offset in part by higher 2005 reserve additions with lower finding costs.



Impairment of International Oil and Gas Properties



We recorded an $8.5 million impairment charge in the first nine months of 2005 as a result of an unsuccessful well in our West African venture.



General and Administrative



General and administrative expenses increased $2.1 million, or 18%, in the
first nine months of 2005 compared to the first nine months of 2004. The increase was primarily due to costs of $1.2 million related to the proposed merger between Spinnaker and Hydro and higher employment-related expenses.



Income Tax Expense



Income tax expense increased $7.5 million, or 32%, due to 38% higher pre-tax
income, offset in part by a reduction in the effective tax rate to 35.3% in the first nine months of 2005 from 36.9% in the first nine months of 2004. The effective tax rate was reduced to 35.3% beginning in the first quarter of 2005 due to lower
expected deferred state income taxes resulting from a lower state apportionment factor.



Liquidity and Capital Resources



Our revenues,
profitability, cash flow and future growth depend substantially on prevailing oil and gas prices and our ability to find and develop oil and gas reserves that are economically recoverable. A substantial or extended decline in oil and gas prices
could have a material adverse effect on our financial position, results of operations, cash flows, quantities of oil and gas reserves that may be economically produced and access to capital.



We have experienced and expect to continue to experience substantial capital
requirements, primarily due to our active exploration and development programs in the Gulf of Mexico and offshore Nigeria. Net additions to property and equipment in the first nine months of 2005 were $247.7 million. We have capital expenditure
plans for 2005 totaling approximately $310.0 million. Based on this level of capital expenditures and current oil and gas prices, we expect our cash flow from operations to exceed our capital expenditures in 2005 for the first time since our
inception. We use a systematic risking process to select prospects for drilling. If we experience greater than anticipated success on budgeted projects, capital expenditures will increase.



Oil and gas prices have a significant impact on our cash flows available for
capital expenditures and our ability to borrow and raise additional capital. The amount we can borrow under the Revolver is subject to semi-annual re-determination based in part on changing expectations of future prices. Lower prices may also reduce
the amount of oil and gas that we can economically produce. Lower prices and/or lower production may decrease revenues, cash flows and the borrowing base under the Revolver, thus reducing the amount of financial resources available to meet our
capital requirements. We believe that cash flows from operations and proceeds from available borrowings under the Revolver will be sufficient to meet our



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capital requirements in the next twelve months. However, additional debt or equity financing may be required in the
future to fund growth and acquisition, exploration and development activities. In the event additional capital resources are unavailable, we may curtail drilling, development and other activities or be forced to sell some of our assets on an
untimely or unfavorable basis.



Effective July 21, 2005,
we consummated a sale-leaseback transaction under which we sold our 25% undivided interest in the Front Runner spar production facility for $75.0 million. We used the $75.0 million proceeds from the sale-leaseback transaction to pay outstanding
borrowings under the Revolver on July 21, 2005. In connection with the transaction, the $50.0 million Tranche B commitment under the Revolver automatically expired on July 21, 2005 per terms of the Revolver, and a letter of credit in
the amount of $15.0 million was issued under the Revolver. Capital lease obligations were $75.0 million as of September 30, 2005.



As of September 30, 2005, we had outstanding borrowings of $30.0 million and a letter of credit in the amount of $15.0 million under the Revolver,
and we were in compliance with the provisions of the Revolver. Subsequent to September 30, 2005, we had no additional borrowings. Current availability is $115.0 million under Tranche A of the Revolver. We expect to incur additional borrowings
in the remainder of 2005.



We have an effective shelf
registration statement relating to the potential public offer and sale by us or certain of our affiliates of up to $500.0 million of any combination of debt securities, preferred stock, common stock, warrants, stock purchase contracts and trust
preferred securities from time to time or when financing needs arise. The registration statement does not provide assurance that we will or could sell any such securities.



Contractual Obligations



As of September 30, 2005, we had borrowings of $30.0 million outstanding under Tranche A of the Revolver which are due on December 19, 2006.
Effective July 21, 2005, we consummated a sale-leaseback transaction under which we sold our 25% undivided interest in our Front Runner spar production facility for $75.0 million. Scheduled lease payments under the initial 12-year term are as
follows:



|                          |  |                        |        |                |   |           |  |           |        |                  |   |        |  |   |       
|------------------------- |  | ---------------------- | ------ | -------------- | - | --------- |  | --------- | ------ | ---------------- | - | ------ |  | - | ------
|                          |  | Payments Due by Period
|                          |  | Total                  |        | LessThan 1Year |   | 1-3 Years |  | 3-5 Years |        | More Than 5Years
|Capital lease obligations |  | $                      | 87,963 |                | $ | 10,608    |  | $         | 23,471 |                  | $ | 18,797 |  | $ | 35,087



Components of Cash
Flow



Cash and cash equivalents decreased $21.4 million to
$0.4 million as of September 30, 2005. The components of the decrease in cash and cash equivalents included $199.2 million provided by operating activities, $223.7 million used in investing activities and $3.1 million provided by financing
activities.



Operating Activities



Net cash provided by operating activities in the first nine months of 2005
increased 25% to $199.2 million primarily due to higher commodity prices. Cash flow from operations is dependent upon our ability to increase production through exploration and development activities and oil and gas prices. We have made significant
investments to expand our operations in the Gulf of Mexico.



We
sell our oil and gas production under fixed and floating market price contracts each month. We enter into hedging arrangements from time to time to reduce our exposure to fluctuations in oil and gas prices and to achieve more predictable cash flow.
However, these contracts limit the benefits we would realize if prices increase. See Item 3. Quantitative and Qualitative Disclosures About Market Risk.



As of September 30, 2005, we had a working capital deficit of $7.4 million. Excluding current deferred tax assets of
$41.7 million, we had negative working capital $49.1 million as of September 30, 2005. Our cash flow from operations depends on our ability to manage working capital, including accounts receivable, accounts payable and accrued liabilities. The
net increase of $25.7 million in accounts receivable since December 31, 2004 was primarily related to an increase of $29.7 million in joint interest billings, offset in part by a $2.3 million decrease in oil and gas revenues receivable and a
net



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$1.7 million decrease other receivables. Joint interest billings fluctuate from period to period based on the number of
wells we operate and the timing of billings to and collections from other working interest owners. Joint interest billing collections in September were delayed due to the effects of Hurricane Katrina. Oil and gas revenues receivable decreased
primarily due to lower oil and gas volumes in September 2005 compared to December 2004, offset in part by higher oil and gas prices in September 2005 compared to December 2004. Accounts payable and accrued liabilities increased $12.8 million from
December 31, 2004. Fluctuations from period to period occur based on exploratory and development activities in progress and the timing of our payments to vendors and other operators.



Investing Activities



Net cash used in investing activities was $223.7 million in the first nine months of 2005 and included oil and gas property expenditures of $223.1 million
and purchases of other property and equipment of $0.6 million.



As part of our strategy, we explore for oil and gas at deeper drilling depths and in the deep water of the Gulf of Mexico, where operations are more difficult and costly than at shallower drilling depths and in shallower water. Along with
higher risks and costs associated with these areas, greater opportunity exists for reserve additions. We have experienced and will continue to experience significantly higher drilling costs for deep shelf and deepwater projects relative to the
drilling costs on shallower depth shelf projects in the Gulf of Mexico. Historically, most of the wells we drilled were on the shelf. However, we are transitioning to more deepwater operations. Prior to 2001, we drilled nine deepwater wells, three
of which were successful. Since 2001 and through September 30, 2005, we have drilled 35 deepwater wells, 23 of which were successful.



In order to diversify our operations and apply our skill set to other opportunities, we entered into two farm-out agreements with Devon covering OPL
Blocks 256 and 242 offshore Nigeria. The Nigerian government, through the Ministry of Petroleum Resources, has granted approval for a wholly-owned subsidiary of Devon to assign 12.5% of its participating interest in OPL Block 256 to Spinnaker. The
farmout agreement for OPL Block 242 covers a 15% interest currently owned by a wholly-owned subsidiary of Devon. The transfer of this interest to Spinnaker is subject to various approvals from the Nigerian government.



These opportunities offshore Nigeria give us exposure to large acreage
positions that contain multiple prospects in a prolific basin. We expect our capital requirements for exploratory activities in connection with this venture to be approximately $50 million to $60 million over a two to three year period. The first
well offshore Nigeria was determined to be unsuccessful in April 2005. As a result, we recorded an $8.5 million pre-tax impairment charge related to our international oil and gas properties in the first nine months of 2005. We have a commitment to
drill a minimum of two additional exploratory wells on OPL Block 256, including one well we expect to spud later this year. We are committed to participate in an extensive seismic program and drilling of an exploratory well on OPL Block 242.



We drilled seven successful wells in 11 attempts in the first
nine months of 2005. We drilled 27 wells in 2004, 14 of which were successful. Since inception and through September 30, 2005, we drilled 187 wells, 111 of which were successful, representing a success rate of 59%. Dry hole costs, including
associated leasehold costs, were approximately $23.5 million in the first nine months of 2005. Our current capital expenditure budget for 2005 is approximately $310.0 million, including $190.0 million for exploration activities and geological and
geophysical expenditures, $75.0 million for development activities, $42.0 million for leasehold acquisitions and $3.0 million for other property and equipment. We currently plan to drill five wells in the Gulf of Mexico during the fourth quarter of
2005. We expect to evaluate three of these wells in 2005, including one well on the shelf and two wells in the deep water. We expect to evaluate the remaining two wells on the shelf in early January 2006. Actual levels of capital expenditures may
vary due to many factors, including drilling results, oil and gas prices, the availability of capital, industry conditions, acquisitions, decisions of operators and other prospect owners and the prices of drilling rig dayrates and other oilfield
goods and services.



We settled asset retirement obligations of
$1.0 million in the first nine months of 2005. Current liabilities include asset retirement obligations of $14.9 million, the settlements of which will depend on the timing of abandonment decisions and equipment availability in 2005 and 2006.



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The costs associated with unproved properties and properties under development not included in the
amortization base were as follows (in thousands):



|                                                                       |  |                          |         |                         |   |        
|---------------------------------------------------------------------- |  | ------------------------ | ------- | ----------------------- | - | -------
|                                                                       |  | As of September 30, 2005 |         | As of December 31, 2004
|Leasehold, delay rentals and seismic data, hardware and software costs |  | $                        | 178,063 |                         | $ | 128,465
|Wells in-progress                                                      |  |                          | 22,697  |                         |   | 3,836  
|Wells pending determination                                            |  |                          |        |                         |   | 14,820 
|Other                                                                  |  |                          | 2,441   |                         |   | 1,156  
|                                                                       |  |                          |         |                         |   |        
|Total                                                                  |  | $                        | 203,201 |                         | $ | 148,277
|                                                                       |  |                          |         |                         |   |        



Financing Activities



Net cash provided by financing activities was $3.1
million in the first nine months of 2005 and included $75.0 million in proceeds from the Front Runner sale-leaseback transaction, $18.5 million in proceeds from borrowings and $4.2 million in proceeds from stock option exercises, offset in part by
$93.5 million in payments on borrowings and $1.1 million in debt issue costs associated with the Front Runner sale-leaseback transaction.



On December 19, 2003, our wholly-owned subsidiary, Spinnaker Exploration Company, L.L.C., entered into a $200.0 million Revolver with a group of
eight banks. The Revolver consists of two tranches, Tranche A and Tranche B. The $50.0 million Tranche B commitment automatically expired on July 21, 2005 per terms of the Revolver (with no borrowings then outstanding under Tranche B) upon
closing of the Front Runner spar production facility sale-leaseback transaction. The expiration of the Tranche B commitment was not an early extinguishment of debt. Borrowings under Tranche A constitute senior indebtedness. The obligations under the
Revolver are fully and unconditionally guaranteed by Spinnaker.



Tranche A is available on a revolving basis through December 19, 2006, the maturity date of the Revolver, and availability is subject to the borrowing base determined by the banks. The borrowing base was $160.0 million as of
September 30, 2005. The obligations under Tranche A are unsecured. The borrowing base is re-determined semi-annually by the banks in their sole discretion and in their usual and customary manner. Spinnaker and the banks also have the right to
request one additional re-determination annually. The amount of the borrowing base is a function of the banks view of our reserve profile, future commodity prices and projected cash flows. In addition to the semi-annual re-determinations, the
banks have the right to re-determine the borrowing base in the event of the sale, transfer or disposition of assets included in the borrowing base exceeding $25.0 million.



We have the option to elect to use a base interest rate as described below or the LIBOR plus, for each such rate, a spread
based on the percentage of the borrowing base used at that time. The base rate spread ranges from 0.0% to 0.5%, and the LIBOR spread ranges from 1.25% to 2.0% for Tranche A borrowings. The base interest rate under the Revolver is a fluctuating rate
of interest equal to the base rate spread plus the higher of either (i) The Toronto-Dominion Banks base rate for dollar advances made in the United States or (ii) the Federal Funds Rate plus 0.5% per annum. The weighted average
interest rate was 4.72% in the first nine months of 2005. The commitment fee rate ranges from 0.375% to 0.5%, depending on the borrowing base usage for Tranche A.



The Revolver also includes the following restrictions and covenants:



| |  |  | Incurrence of other debt is prohibited except that senior debt may not exceed $10.0 million, vendor indebtedness for the purchase of seismic data may not exceed $25.0 million,
subordinated debt is permitted subject to certain conditions and the lease transaction involving the Front Runner spar production facility is specifically permitted.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Liens are generally prohibited; however, we may grant a lien in connection with the purchase of seismic data, pledges and deposits to secure hedging arrangements not to exceed $15.0
million and lease financing arrangements involving our interest in the Front Runner spar production facility.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Stock buy-backs exceeding $10.0 million are prohibited in any fiscal year.
| | - |  | --------------------------------------------------------------------------



| |  |  | The ratio of debt to EBITDA may not exceed 2.50 to 1.00.
| | - |  | --------------------------------------------------------



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| |  |  | The ratio of current assets to current liabilities may not be less than 1.00 to 1.00. For purposes of the calculation, availability under the Revolver is added to current assets and
maturities of the Revolver are excluded from current liabilities. Hedging assets and liabilities and asset retirement obligations are also excluded from this calculation.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our tangible net worth is required to exceed 80% of the level at September 30, 2003, plus 50% of future net income with certain non-cash gains and losses excluded from net
income, plus 75% of future equity issuances.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our hedging transactions must not exceed 662/3% of estimated future production for the next 18 months and 331/3% for the period 19 to 36
months from the date of the transaction. There are also credit rating restrictions on counterparties as well as concentration limits.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On February 8, 2005, Spinnaker and the banks amended the Revolver. The amendment was intended to give us:



| |  |  | the flexibility to engage in business activities through entities other than our principal operating subsidiary, Spinnaker Exploration Company, L.L.C., including activities in
international locations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the ability to make investments and provide guarantees and extensions of credit to entities other than our principal operating subsidiary;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a basket of up to $75.0 million a year to make distributions from our principal operating subsidiary to us, to request letters of credit under the Revolver for activities other than
those of our principal operating subsidiary, subject to the limits under the Revolver, and to provide extensions of credit from our principal operating subsidiary to other entities; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase in the aggregate amount of the borrowing base available under the Revolver for letters of credit up to $60.0 million, subject to certain limitations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



Effective July 21, 2005, we consummated a
sale-leaseback transaction under which we sold our 25% undivided interest in the Front Runner spar production facility for $75.0 million. We used the $75.0 million proceeds from the sale-leaseback transaction to pay outstanding borrowings under the
Revolver on July 21, 2005.



As of September 30, 2005,
we had outstanding borrowings of $30.0 million and a letter of credit in the amount of $15.0 million under the Revolver, and we were in compliance with the provisions of the Revolver. Subsequent to September 30, 2005, we had no additional
borrowings. Current availability is $115.0 million under Tranche A of the Revolver. We expect to incur additional borrowings in the remainder of 2005.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Commodity Price Risk



Our revenues, profitability and future growth depend substantially on prevailing oil and gas prices. Oil and gas prices also affect the amount of cash
flow available for capital expenditures and our ability to borrow and raise additional capital. Lower prices may also reduce the amount of oil and gas that we can economically produce. We sell our oil and gas production under fixed and floating
market price contracts each month. We enter into hedging arrangements from time to time to reduce our exposure to fluctuations in oil and gas prices and to achieve more predictable cash flow. We do not enter into such hedging arrangements for
trading purposes. However, these contracts limit the benefits we would realize if prices increase. Our current financial derivative contracts include fixed price swap contracts and cashless collar arrangements that have been placed with major
trading counterparties we believe represent minimum credit risks. We cannot provide assurance that these trading counterparties will not become credit risks in the future. Under our current hedging practice, we generally do not hedge more than 66
2/3% of our estimated twelve-month production quantities without the prior approval of the Risk Management Committee of our Board of Directors.



We enter into NYMEX related swap contracts and collar arrangements from time to time. The natural gas swap contracts and collar arrangements will settle
based on the reported settlement price on the NYMEX for the last trading day of each month. The crude oil swap contracts and collar arrangements will settle based on the average of the settlement price for each commodity business day in the contract
month.



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In a swap transaction, the counterparty is required to make a payment to us for the difference between
the fixed price and the settlement price if the settlement price is below the fixed price. We are required to make a payment to the counterparty for the difference between the fixed price and the settlement price if the settlement price is above the
fixed price. In a collar arrangement, the counterparty is required to make a payment to us for the difference between the fixed floor price and the settlement price if the settlement price is below the fixed floor price. We are required to make a
payment to the counterparty for the difference between the fixed ceiling price and the settlement price if the settlement price is above the fixed ceiling price. Neither party is required to make a payment if the settlement price falls between the
fixed floor and ceiling prices. As of September 30, 2005, our commodity price risk management positions in swap contracts and collar arrangements were as follows:



Natural Gas



|                    |  |                               |  |                                    |       |                              |         |                                    |   |   |  |   |  
|------------------- |  | ----------------------------- |  | ---------------------------------- | ----- | ---------------------------- | ------- | ---------------------------------- | - | - |  | - | -
|                    |  | Fixed Price Swaps             |  | Collars                           
|                    |  | Average Daily Volume (MMBtus) |  | Weighted Average Price (Per MMBtu) |       | AverageDaily Volume (MMBtus) |         | Weighted Average Price (Per MMBtu)
|Period              |  |                               |  |                                    | Floor |                              | Ceiling
|Fourth Quarter 2005 |  | 3,370                         |  | $                                  | 6.40  |                              |        |                                    | $ |  |  | $ | 



Oil



|                    |  |                            |  |                                 |       |                           |         |                                  |   |       |  |   |      
|------------------- |  | -------------------------- |  | ------------------------------- | ----- | ------------------------- | ------- | -------------------------------- | - | ----- |  | - | -----
|                    |  | Fixed Price Swaps          |  | Collars                        
|                    |  | AverageDaily Volume (Bbls) |  | WeightedAverage Price (Per Bbl) |       | AverageDailyVolume (Bbls) |         | Weighted Average Price (Per Bbl)
|Period              |  |                            |  |                                 | Floor |                           | Ceiling
|Fourth Quarter 2005 |  | 1,000                      |  | $                               | 38.78 |                           | 3,000   |                                  | $ | 38.67 |  | $ | 44.73



We reported a net
liability of $10.8 million and a net asset of $1.2 million related to financial derivative contracts as of September 30, 2005 and December 31, 2004, respectively. Amounts related to hedging activities were as follows (in thousands):



|                                                     |  |                          |        |   |                         |   |      
|---------------------------------------------------- |  | ------------------------ | ------ | - | ----------------------- | - | -----
|                                                     |  | As of September 30, 2005 |        |   | As of December 31, 2004
|Current assets:                                      |  |                          |        |   |                         |   |      
|Hedging assets                                       |  | $                        |       |   |                         | $ | 2,829
|Deferred tax asset related to hedging activities     |  |                          | 3,808  |   |                         |   |     
|                                                     |  |                         
|Current liabilities:                                 |  |                          |        |   |                         |   |      
|Hedging liabilities                                  |  | $                        | 10,787 |   |                         | $ | 1,628
|Deferred tax liability related to hedging activities |  |                          |       |   |                         |   | 432  
|                                                     |  |                         
|Equity:                                              |  |                          |        |   |                         |   |      
|Accumulated other comprehensive income (loss)        |  | $                        | (6,379 | ) |                         | $ | 963  



The ineffective
component of derivatives and net hedging losses were recorded in revenues in the three and nine months ended September 30, 2005 and 2004 as follows (in thousands):



|                                     |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------ |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                     |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                     |  | 2005                             |        |   | 2004                            |   |        | 2005 |  |   | 2004    |  
|Ineffective component of derivatives |  | $                                | 594    |   |                                 | $ |       |      |  | $ | (734    | ) |  | $ |       |  
|                                     |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Net hedging losses                   |  | $                                | (9,147 | ) |                                 | $ | (2,607 | )    |  | $ | (12,273 | ) |  | $ | (4,153 | )
|                                     |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  



Based on future oil
and gas prices as of September 30, 2005, we would reclassify a net loss of approximately $6.4 million from accumulated other comprehensive income (loss) to earnings in the remainder of 2005. The amounts ultimately reclassified into earnings
will vary due to changes in the fair value of the open derivative contracts prior to settlement.



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To calculate the potential effect of the derivative contracts on future revenues, we applied NYMEX oil
and gas forward prices as of September 30, 2005 to the quantity of our oil and gas production covered by those derivative contracts as of that date. The following table shows the estimated potential effects of the derivative financial
instruments on future revenues (in thousands):



|                      |  |                                                  |        |   |                                                          |   |        |                                                           |  |   |        |  
|--------------------- |  | ------------------------------------------------ | ------ | - | -------------------------------------------------------- | - | ------ | --------------------------------------------------------- |  | - | ------ | -
|Derivative Instrument |  | Estimated Decrease in Revenues at Current Prices |        |   | Estimated Decreasein Revenues with10% Decrease in Prices |   |        | Estimated Decrease in Revenues with 10% Increase inPrices | 
|Natural gas swaps     |  | $                                                | (2,326 | ) |                                                          | $ | (1,896 | )                                                         |  | $ | (2,758 | )
|Oil swaps             |  |                                                  | (2,520 | ) |                                                          |   | (1,930 | )                                                         |  |   | (3,152 | )
|Oil collars           |  |                                                  | (5,941 | ) |                                                          |   | (4,143 | )                                                         |  |   | (7,786 | )



Subsequent to
September 30, 2005, the fair value of our open commodity price risk management positions in swap contracts and collar arrangements using an average oil forward price of $61.42 as of November 4, 2005 was a net liability of
approximately $4.4 million, excluding October 2005 settlements resulting in a loss of $4.7 million. We did not enter into any additional derivative transactions subsequent to September 30, 2005.



Interest Rate Risk



We are exposed to changes in interest rates. Changes in interest rates
affect the interest earned on cash and cash equivalents and the interest rate paid on borrowings under the Revolver. We do not currently use interest rate derivative financial instruments to manage exposure to interest rate changes, but may do so in
the future.



Item 4. Controls and Procedures.



Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures



Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as this term
is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2005.



Changes in Internal Control Over Financial Reporting



During the three months ended September 30, 2005, we
made no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Item 6. Exhibits.



See
Exhibit Index.





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SIGNATURES



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 thereunto duly authorized.



|                       |  |                               |  |                                                      
|---------------------- |  | ----------------------------- |  | -----------------------------------------------------
|                       |  | SPINNAKER EXPLORATION COMPANY
|                       |  |                              
|Date: November 8, 2005 |  | By:                           |  | /s/ ROBERT M. SNELL                                  
|                       |  |                               |  | Robert M. Snell                                      
|                       |  |                               |  | Vice President, Chief Financial Officer and Secretary
|                       |  |                              
|Date: November 8, 2005 |  | By:                           |  | /s/ JEFFREY C. ZARUBA                                
|                       |  |                               |  | Jeffrey C. Zaruba                                    
|                       |  |                               |  | Vice President, Treasurer and Assistant Secretary    



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.1          |  | Agreement and Plan of Merger among Norsk Hydro ASA, Norsk Hydro E&P Americas, L.P., Harald Acquisition Corp. and Spinnaker Exploration Company, dated as of September 18, 2005 (filed with
the Commission on September 19, 2005 as Exhibit 2.1 to our current report on Form 8-K dated September 18, 2005 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                            
|              | 
|10.1         |  | Spinnaker Exploration Company 2005 Stock Incentive Plan (filed with the Commission on May 10, 2005 as Exhibit 10.17 to our current report on Form 8-K dated May 4, 2005 and incorporated herein
by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | 
|10.2         |  | Form of Nonstatutory Stock Option Award Agreement for Annual Director Grants (filed with the Commission on May 10, 2005 as Exhibit 10.17.1 to our current report on Form 8-K dated May 4, 2005
and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|              | 
|10.3         |  | Form of Nonstatutory Stock Option Award Agreement for Discretionary Director Grants (filed with the Commission on May 10, 2005 as Exhibit 10.17.2 to our current report on Form 8-K dated May
4, 2005 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                
|              | 
|10.4         |  | Form of Nonstatutory Stock Option Award Agreement for Employee Grants (filed with the Commission on May 10, 2005 as Exhibit 10.17.3 to our current report on Form 8-K dated May 4, 2005 and
incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | 
|10.5         |  | Non-Employee Director Compensation Arrangement (filed with the Commission on May 12, 2005 as Exhibit 10.1 to our current report on Form 8-K dated May 6, 2005 and incorporated herein by
reference)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|              | 
|10.6         |  | Form of Restricted Stock Award Agreement under the Spinnaker Exploration Company 1999 Stock Incentive Plan (filed with the Commission on May 12, 2005 as Exhibit 10.2 to our current report on
Form 8-K dated May 6, 2005 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                            
|              | 
|10.7         |  | Form of Restricted Stock Award Agreement under the Spinnaker Exploration Company 2001 Stock Incentive Plan (filed with the Commission on May 12, 2005 as Exhibit 10.3 to our current report on
Form 8-K dated May 6, 2005 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                            
|              | 
|10.8         |  | Spinnaker Exploration Company Executive Change in Control Severance Plan (filed with the Commission on June 3, 2005 as Exhibit 10.1 to our current report on Form 8-K dated May 31, 2005 and
incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|              | 
|10.9         |  | Spinnaker Exploration Company Employee Change in Control Severance Plan (filed with the Commission on June 3, 2005 as Exhibit 10.2 to our current report on Form 8-K dated May 31, 2005 and
incorporated herein by reference)                                                                                                                                                                                                                                                                                                                                                                                                                                              
|              | 
|10.10        |  | Participation Agreement among Spinnaker FR Spar Co., L.L.C. (as Lessee), Spinnaker Exploration Company, L.L.C. (as Guarantor), Banc of America Leasing & Capital, LLC (as Owner
Participant), Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor), Societe Generale Financial Corporation (as Loan Participant), Wells Fargo Bank Northwest, National Association (solely as Indenture Trustee) and Wilmington Trust Company
(solely as Lessor Trustee) dated as of June 17, 2005 and effective July 21, 2005 (filed with the Commission on July 27, 2005 as Exhibit 10.1 to our current report on Form 8-K dated July 21, 2005 and incorporated herein by reference)
|              | 
|10.11        |  | Production Platform Lease Agreement 2005-1 dated as of June 17, 2005 between Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor) and Spinnaker FR Spar Co., L.L.C. (as Lessee) and
effective July 21, 2005 (filed with the Commission on July 27, 2005 as Exhibit 10.2 to our current report on Form 8-K dated July 21, 2005 and incorporated herein by reference)                                                                                                                                                                                                                                                                                                   



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|        |  |                                                                                                                                                                                                                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|10.12  |  | Lease Supplement No. 1 dated as of July 20, 2005 between Spinnaker Front Runner Statutory Trust 2005-1 (as Lessor) and Spinnaker FR Spar Co., L.L.C. (filed with the Commission on
July 27, 2005 as Exhibit 10.3 to our current report on Form 8-K dated July 21, 2005 and incorporated herein by reference)          
|        | 
|10.13  |  | Guaranty (Spinnaker Front Runner Statutory Trust 2005-1) dated as of June 17, 2005 issued by Spinnaker Exploration Company, L.L.C. and effective July 21, 2005 (filed with the Commission on
July 27, 2005 as Exhibit 10.4 to our current report on Form 8-K dated July 21, 2005 and incorporated herein by reference)
|        | 
|12.1   |  | Calculation of Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends                                                                                                                                                                                                                 
|        | 
|31.1   |  | Certification of Principal Executive Officer of Spinnaker Exploration Company Pursuant to Section 302 of the Sarbanes-Oxley Act                                                                                                                                                                                       
|        | 
|31.2   |  | Certification of Principal Financial Officer of Spinnaker Exploration Company Pursuant to Section 302 of the Sarbanes-Oxley Act                                                                                                                                                                                       
|        | 
|32.1   |  | Certification of Chief Executive Officer of Spinnaker Exploration Company Pursuant to 18 U.S.C. § 1350                                                                                                                                                                                                                
|        | 
|32.2   |  | Certification of Chief Financial Officer of Spinnaker Exploration Company Pursuant to 18 U.S.C. § 1350                                                                                                                                                                                                                



32