##### Table of Contents



United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarterly Period Ended June 30, 2006
 or
 o
    
    Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from ___to ___
 Commission file number: 1-13463
 Endeavour International Corporation
  Nevada
    
    88-0448389(State or other jurisdiction of incorporation
or organization)
    
    (I.R.S. Employer Identification No.)
 1000 Main Street, Suite 3300, Houston, Texas 77002
  (713) 307-8700
  None
  þ o
 o þ o
 o þ




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##### 



Endeavour International Corporation
  
 Index
 Part I:Item 1: Financial StatementsCondensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations
    
    
    2Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3: Quantitative and Qualitative Disclosures about Market Risk
    
    
    22Item 4: Controls and Procedures
    
    
    22Part II. Other InformationItem 1: Legal Proceedings
    
    
    23Item 4: Submission of Matters to a Vote of Security Holders
    
    
    23Item 6: Exhibits
    
    
    24Signatures
    
    
    24Certification of Co-CEO pursuant to Rule 13a-14a/15d-14aCertification of Co-CEO pursuant to Rule 13a-14a/15d-14aCertification of CFO pursuant to Rule 13a-14a/15d-14aCertification of CAO pursuant to Rule 13a-14a/15d-14aCertification of Co-CEO pursuant to Section 906Certification of Co-CEO pursuant to Section 906Certification of CFO Pursuant to Section 906Certification of CAO Pursuant to Section 906




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##### Table of Contents



Item 1: Financial Statements
 Endeavour International Corporation
 
 Condensed Consolidated Balance Sheets
 (Unaudited)
  June 30, 2006
    
    
    December 31, 2005AssetsCurrent Assets:Cash and cash equivalents
    
    $
    38,581
    
    
    $
    76,127Accounts receivable
    
    
    6,267
    
    
    
    4,876Prepaid expenses and other current assets
    
    
    28,697
    
    
    
    8,070Total Current Assets
    
    
    73,545
    
    
    
    89,073Property and Equipment, Net
    
    
    87,655
    
    
    
    59,084Goodwill
    
    
    27,795
    
    
    
    27,795Other Assets
    
    
    8,772
    
    
    
    11,014Total Assets
    
    $
    197,767
    
    
    $
    186,966Liabilities and Stockholders EquityCurrent Liabilities:Accounts payable
    
    $
    10,426
    
    
    $
    18,194Accrued expenses and other
    
    
    35,556
    
    
    
    21,240Total Current Liabilities
    
    
    45,982
    
    
    
    39,434Long-Term Debt
    
    
    81,250
    
    
    
    81,250Deferred Taxes
    
    
    22,586
    
    
    
    19,185Other Liabilities
    
    
    9,090
    
    
    
    6,753Total Liabilities
    
    
    158,908
    
    
    
    146,622Commitments and ContingenciesStockholders Equity:Preferred stock (Liquidation preference: $2,537)
    
    
    
    
    
    
    Common stock; shares issued and outstanding 
80,606,261 at 2006 and 75,489,052 shares at 2005
    
    
    81
    
    
    
    75Additional paid-in capital
    
    
    161,659
    
    
    
    155,734Accumulated other comprehensive loss
    
    
    (4,104
    )
    
    
    (4,578
    )Deferred compensation
    
    
    
    
    
    
    (9,437
    )Accumulated deficit
    
    
    (118,777
    )
    
    
    (101,450
    )Total Stockholders Equity
    
    
    38,859
    
    
    
    40,344Total Liabilities and Stockholders Equity
    
    $
    197,767
    
    
    $
    186,966
  1




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##### Table of Contents



Endeavour International Corporation
 
 Condensed Consolidated Statements of Operations
 (Unaudited)
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues
    
    $
    7,645
    
    
    $
    9,091
    
    
    $
    16,121
    
    
    $
    16,793Cost of Operations:Operating expenses
    
    
    3,011
    
    
    
    2,958
    
    
    
    5,156
    
    
    
    5,374Depreciation, depletion and amortization
    
    
    2,231
    
    
    
    2,243
    
    
    
    4,527
    
    
    
    4,461Impairment of oil and gas properties
    
    
    
    
    
    
    
    
    
    
    849
    
    
    
    Equity loss from entities with oil and
gas properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79General and administrative
    
    
    5,298
    
    
    
    4,373
    
    
    
    10,749
    
    
    
    8,525Total Expenses
    
    
    10,540
    
    
    
    9,574
    
    
    
    21,281
    
    
    
    18,439Loss From Operations
    
    
    (2,895
    )
    
    
    (483
    )
    
    
    (5,160
    )
    
    
    (1,646
    )Other (Income) Expense:Interest income
    
    
    (548
    )
    
    
    (626
    )
    
    
    (1,169
    )
    
    
    (944
    )Interest expense
    
    
    1,179
    
    
    
    1,182
    
    
    
    2,343
    
    
    
    1,965Gain on sale of oil and gas interests
    
    
    
    
    
    
    (14,944
    )
    
    
    
    
    
    
    (14,944
    )Other (income) expense
    
    
    3,833
    
    
    
    (237
    )
    
    
    4,082
    
    
    
    (661
    )Total Other (Income) Expense
    
    
    4,464
    
    
    
    (14,625
    )
    
    
    5,256
    
    
    
    (14,584
    )Income (Loss) Before Minority Interest
    
    
    (7,359
    )
    
    
    14,142
    
    
    
    (10,416
    )
    
    
    12,938Minority Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (470
    )Income (Loss) Before Income Taxes
    
    
    (7,359
    )
    
    
    14,142
    
    
    
    (10,416
    )
    
    
    12,468Income Tax Expense
    
    
    2,991
    
    
    
    2,885
    
    
    
    6,832
    
    
    
    3,864Net Income (Loss)
    
    
    (10,350
    )
    
    
    11,257
    
    
    
    (17,248
    )
    
    
    8,604Preferred Stock Dividends
    
    
    39
    
    
    
    39
    
    
    
    79
    
    
    
    79Net Income (Loss) to Common Stockholders
    
    $
    (10,389
    )
    
    $
    11,218
    
    
    $
    (17,327
    )
    
    $
    8,525Net Income (Loss) Per Common Share:Basic
    
    $
    (0.13
    )
    
    $
    0.15
    
    
    $
    (0.22
    )
    
    $
    0.12Diluted
    
    $
    (0.13
    )
    
    $
    0.13
    
    
    $
    (0.22
    )
    
    $
    0.11Weighted Average Number of Common Shares Outstanding:Basic
    
    
    79,036
    
    
    
    74,159
    
    
    
    78,687
    
    
    
    73,786Diluted
    
    
    79,036
    
    
    
    93,095
    
    
    
    78,687
    
    
    
    76,094
  2




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##### Table of Contents



Endeavour International Corporation
 
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
  Six Months Ended June 30,2006
    
    
    2005Cash Flows from Operating Activities:Net income (loss)
    
    $
    (17,248
    )
    
    $
    8,604Adjustments to reconcile net income (loss) to net
cash provided by operating activities:Depreciation, depletion and amortization
    
    
    4,527
    
    
    
    4,461Impairment of oil and gas properties
    
    
    849
    
    
    
    Deferred tax expense (benefit)
    
    
    1,549
    
    
    
    (341
    )Unrealized loss on derivative instruments
    
    
    3,302
    
    
    
    Amortization of non-cash compensation
    
    
    6,038
    
    
    
    3,482Fair market value adjustment of stock options
    
    
    
    
    
    
    (392
    )Gain on sale of oil and gas interests
    
    
    
    
    
    
    (14,944
    )Other
    
    
    276
    
    
    
    915Changes in assets and liabilities:(Increase) decrease in receivables
    
    
    (1,390
    )
    
    
    116(Increase) decrease in other current assets
    
    
    (8,698
    )
    
    
    913Increase (decrease) in accounts payable
and accrued expenses
    
    
    (3,123
    )
    
    
    6,475Net Cash Provided by (Used in) Operating Activities
    
    
    (13,918
    )
    
    
    9,289Cash Flows From Investing Activities:Capital expenditures
    
    
    (21,627
    )
    
    
    (10,179
    )Acquisitions, net of cash acquired
    
    
    (11,634
    )
    
    
    (1,437
    )Investment in Limited Partnership
    
    
    
    
    
    
    (156
    )Proceeds from sale of assets
    
    
    
    
    
    
    19,465(Increase) decrease in restricted cash
    
    
    3,650
    
    
    
    (1,876
    )Net Cash Provided by (Used in) Investing Activities
    
    
    (29,611
    )
    
    
    5,817Cash Flows From Financing Activities:Proceeds from borrowings
    
    
    
    
    
    
    81,250Repayment of borrowings
    
    
    
    
    
    
    (4,006
    )Proceeds from warrant and stock option exercises
    
    
    3,210
    
    
    
    669Financing costs paid
    
    
    
    
    
    
    (3,648
    )Other financing
    
    
    
    
    
    
    (70
    )Net Cash Provided by Financing Activities
    
    
    3,210
    
    
    
    74,195Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    (40,319
    )
    
    
    89,301Effect of Foreign Currency Changes on Cash
    
    
    2,773
    
    
    
    (2,168
    )Cash and Cash Equivalents, Beginning of Period
    
    
    76,127
    
    
    
    8,975Cash and Cash Equivalents, End of Period
    
    $
    38,581
    
    
    $
    96,108
  3




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##### Table of Contents



Endeavour International Corporation
 
 Notes to Condensed Consolidated Financial Statements
 (Unaudited)
 Note 1  Summary of Significant Accounting Policies
 General
  Basis of Presentation and Use of Estimates
   Income (Loss) Per Share
  4




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 Three Months Ended
    
    
    Six Months Ended(Amounts in thousands, except per share data)
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss) to common stockholders
Basic
    
    $
    (10,389
    )
    
    $
    11,218
    
    
    $
    (17,327
    )
    
    $
    8,525Add Effect of:Convertible debt
    
    
    
    
    
    
    1,199
    
    
    
    
    
    
    
    Certain stock incentive plans
    
    
    
    
    
    
    43
    
    
    
    
    
    
    
    Diluted
    
    $
    (10,389
    )
    
    $
    12,460
    
    
    $
    (17,327
    )
    
    $
    8,525Weighted Average Number of Common Shares
Outstanding:Basic
    
    
    79,036
    
    
    
    74,159
    
    
    
    78,687
    
    
    
    73,786Add Effect of:Stock options
    
    
    
    
    
    
    1,016
    
    
    
    
    
    
    
    1,100Warrants
    
    
    
    
    
    
    1,129
    
    
    
    
    
    
    
    1,208Convertible debt
    
    
    
    
    
    
    16,185
    
    
    
    
    
    
    
    Certain stock incentive plans
    
    
    
    
    
    
    606
    
    
    
    
    
    
    
    Diluted
    
    
    79,036
    
    
    
    93,095
    
    
    
    78,687
    
    
    
    76,094
  Other-Than-Temporary Impairments of Debt and Equity Securities
  5




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 Adoption of Fair Value Accounting for Share-Based Payments
    New Accounting Developments
   Note 2  Stock-Based Compensation Arrangements
  6




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  Stock Options
  2006Risk free rate
    
    
    4.3
    %Expected years until exercise
    
    
    4Expected stock volatility
    
    
    38
    %Dividend yield
    
    
    
 7




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  Weighted
    
    
    WeightedAverage
    
    
    AverageExercise
    
    
    Contractual
    
    
    AggregateNumber
    
    
    Price per
    
    
    Life in
    
    
    Intrinsic(Amounts in thousands, except per share and year data)
    
    of Shares
    
    
    Share
    
    
    Years
    
    
    ValueBalance outstanding  December 31, 2005
    
    
    4,907
    
    
    $
    3.13Granted
    
    
    930
    
    
    
    3.38Exercised
    
    
    (67
    )
    
    
    2.00Forfeited
    
    
    (113
    )
    
    
    2.75Expired
    
    
    (293
    )
    
    
    3.04Balance outstanding  June 30, 2006
    
    
    5,364
    
    
    
    3.18
    
    
    
    3.3
    
    
    $
    714Currently exercisable  June 30, 2006
    
    
    2,240
    
    
    
    2.54
    
    
    
    2.7
    
    
    $
    476
    Restricted Stock
   8




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 WeightedAverage GrantDate FairNumber of
    
    
    Value per(Amounts in thousands, except per share data)
    
    Shares
    
    
    ShareBalance outstanding  December 31, 2005
    
    
    4,412
    
    
    $
    3.99Granted
    
    
    2,257
    
    
    $
    3.46Vested
    
    
    (1,674
    )
    
    $
    3.70Forfeited
    
    
    (340
    )
    
    $
    3.04Balance outstanding  June 30, 2006
    
    
    4,655
    
    
    $
    3.89Total fair value of shares vesting during the period
    
    $
    4,707
 Pro Forma Disclosures
   9




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 Three Months Ended
    

    Six Months Ended(Amounts in thousands, except per share data)

    June 30,
    

    June 30,2005
    

    2005Net income to common stockholders, as reported
    
    $
    11,218
    
    
    $
    8,525Add:Stock-based compensation expense as reported
    
    
    1,159
    
    
    
    1,755Less:Total stock-based compensation expense
determined under fair-value-based method
for all awards, net of tax
    
    
    (1,339
    )
    
    
    (2,680
    )Pro forma net income
    
    $
    11,038
    
    
    $
    7,600Income per share  as reported:Basic
    
    $
    0.15
    
    
    $
    0.12Diluted
    
    $
    0.13
    
    
    $
    0.11Income per share  pro forma:Basic
    
    $
    0.15
    
    
    $
    0.10Diluted
    
    $
    0.13
    
    
    $
    0.10
  2005Risk free rate
    
    
    3.9
    %Expected years until exercise
    
    
    5.0Expected stock volatility
    
    
    48
    %Dividend yield
    
    
    
 10




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 Note 3  Acquisitions and Dispositions
 Purchase of Minority Interest in OER Oil AS
  Purchase of Interest in Enoch Field
  Sale of Partnership Interests in Thailand Project
  Pending Acquisition
   11




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 Note 4  Property and Equipment
  (Amounts in thousands)

    June 30, 2006
    

    December 31, 2005Oil and gas properties under the full cost method:Subject to amortization
    
    $
    54,394
    
    
    $
    50,424Not subject to amortization:Acquired in 2006
    
    
    29,825
    
    
    
    Acquired in 2005
    
    
    15,785
    
    
    
    15,785Acquired in 2004
    
    
    23,498
    
    
    
    24,339123,502
    
    
    
    90,548Other oil and gas assets
    
    
    4,875
    
    
    
    4,875Computers, furniture and fixtures
    
    
    1,659
    
    
    
    1,351Total property and equipment
    
    
    130,035
    
    
    
    96,774Accumulated depreciation, depletion and amortization
    
    
    (42,380
    )
    
    
    (37,690
    )Net property and equipment
    
    $
    87,655
    
    
    $
    59,084
  Note 5  Derivative Instruments
  12




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
     Average2010 -2007
    
    2008
    
    2009
    
    2011Oil:Swap (Barrels)
    
    
    525,156
    
    
    
    533,256
    
    
    
    567,600
    
    
    
    335,100Weighted Average Price ($/Barrel)
    
    $
    71.17
    
    
    $
    70.51
    
    
    $
    69.82
    
    
    $
    68.46Deal Contingent Swaption (Barrels)
    
    
    390,432
    
    
    
    247,656
    
    
    
    86,280
    
    
    
    Weighted Average Price ($/Barrel)
    
    $
    65.00
    
    
    $
    65.00
    
    
    $
    65.00
    
    
    
    Deal Contingent Swap (Barrels)
    
    
    195,216
    
    
    
    125,628
    
    
    
    43,140
    
    
    
    195,120Weighted Average Price ($/Barrel)
    
    $
    71.58
    
    
    $
    69.56
    
    
    $
    67.54
    
    
    $
    65.30Gas:Swap (Mcf) (1)
    
    
    446,050
    
    
    
    1,005,150
    
    
    
    1,018,850
    
    
    
    825,688Weighted Average Price (£/Mcf)
    
    £
    6.24
    
    
    £
    5.85
    
    
    £
    5.60
    
    
    £
    5.28Deal Contingent Swap (Mcf) (1)
    
    
    2,128,868
    
    
    
    1,671,016
    
    
    
    368,164
    
    
    
    3,588Weighted Average Price (£/Mcf)
    
    £
    6.11
    
    
    £
    5.79
    
    
    £
    5.56
    
    
    £
    5.32
 
 (1)
    
    Gas derivative contracts are designated in therms and have been converted to MCF at
a rate of 10 therm to 1 Mcf. 13




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  Note 6  Supplemental Cash Flow Information
   Note 7  Comprehensive Income (Loss)
  Three Months Ended
    
    
    Six Months Ended(Amounts in thousands)
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net income (loss)
    
    $
    (10,350
    )
    
    $
    11,257
    
    
    $
    (17,248
    )
    
    $
    8,604Unrealized loss on commodity derivative
instruments, net of tax
    
    
    (1,842
    )
    
    
    (564
    )
    
    
    (2,810
    )
    
    
    (3,508
    )Unrealized loss on marketable securities
    
    
    (387
    )
    
    
    (288
    )
    
    
    (27
    )
    
    
    (276
    )Reclassification adjustment for loss
realized in net loss above
    
    
    1,358
    
    
    
    244
    
    
    
    2,308
    
    
    
    394Net impact on comprehensive income
(loss)
    
    
    (871
    )
    
    
    (608
    )
    
    
    (529
    )
    
    
    (3,390
    )Comprehensive income (loss)
    
    $
    (11,221
    )
    
    $
    10,649
    
    
    $
    (17,777
    )
    
    $
    5,214
 14




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##### Table of Contents



Endeavour International Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 Note 8  Commitments and Contingencies
 General
  Legal Proceeding
  Rig Commitments
   15




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##### Table of Contents



Endeavour International Corporation
 Cautionary Statement for Forward-Looking Statements
  
 Item 2:
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  General
  Pending Acquisition
  16




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##### Table of Contents



Endeavour International Corporation
   Interest
    
    
    Operator
    
    HydrocarbonAlba
    
    
    2.25
    %
    
    Chevron
    
    OilBittern
    
    
    2.38
    %
    
    Shell
    
    Oil/GasGoldeneye
    
    
    7.50
    %
    
    Shell
    
    Gas/CondensateIvanhoe, Rob Roy, Hamish
    
    
    23.46
    %
    
    Hess
    
    OilRenee
    
    
    77.50
    %
    
    Endeavour
    
    OilRubie
    
    
    40.78
    %
    
    Endeavour
    
    OilRochelle
    
    
    55.62
    %
    
    Endeavour
    
    Oil
  Net cash flow from January 1, 2006 from the acquired assets (1)
    
    $
    40Cash on hand
    
    
    19Convertible preferred stock (2)
    
    
    125  250Senior bank facility (3)
    
    
    150  200Other debt or equity
    
    
    0  135$
    469
 
 (1)
    
    Assumes a September 30, 2006 closing and includes assumed interest paid on acquisition
purchase price from January 1, 2006 through September 30, 2006.(2)
    
    Convertible preferred stock would pay 8% dividends in cash or stock, at our option and
would have a conversion price of $3.40. Such terms are subject to adjustment upon
occurrence of certain events.(3)
    
    North Sea Reserve Based loans typically bear interest at LIBOR plus 1% to 3%. Results of Operations
  17




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##### Table of Contents



Endeavour International Corporation
  Three Months Ended
    
    Six Months Ended(Amounts in thousands)
    
    June 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Oil and condensate sales (Bbl)
    
    
    128,832
    
    
    
    171,533
    
    
    
    272,553
    
    
    
    338,851Oil and condensate price ($  per Bbl)
    
    $
    69.32
    
    
    $
    52.21
    
    
    $
    65.50
    
    
    $
    49.93Oil and condensate price, including
the impact of hedging activities ($
per Bbl)
    
    $
    57.06
    
    
    $
    49.88
    
    
    $
    55.65
    
    
    $
    48.32Gas sales (Mcf)
    
    
    38,024
    
    
    
    41,423
    
    
    
    92,377
    
    
    
    82,235Gas price ($  per Mcf)
    
    $
    7.73
    
    
    $
    6.37
    
    
    $
    10.33
    
    
    $
    5.12
    18




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##### Table of Contents



Endeavour International Corporation
 Three Months Ended
    
    
    Six Months Ended(Amounts in thousands)
    
    June 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Compensation
    
    $
    3,275
    
    
    $
    2,444
    
    
    $
    6,484
    
    
    $
    4,971Consulting, legal and accounting fees
    
    
    818
    
    
    
    1,006
    
    
    
    1,929
    
    
    
    1,912Occupancy costs
    
    
    180
    
    
    
    417
    
    
    
    403
    
    
    
    703Other expenses
    
    
    508
    
    
    
    574
    
    
    
    1,029
    
    
    
    932Total gross cash G&A expenses
    
    
    4,781
    
    
    
    4,441
    
    
    
    9,845
    
    
    
    8,518Non-cash stock-based compensation
    
    
    2,899
    
    
    
    1,727
    
    
    
    6,038
    
    
    
    3,859Fair market value adjustment of stock
options
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    (392
    )Total gross non-cash G&A expenses
    
    
    2,899
    
    
    
    1,824
    
    
    
    6,038
    
    
    
    3,467Gross G&A expenses
    
    
    7,680
    
    
    
    6,265
    
    
    
    15,883
    
    
    
    11,985Less: capitalized G&A expenses
    
    
    (2,382
    )
    
    
    (1,892
    )
    
    
    (5,134
    )
    
    
    (3,460
    )Net G&A expenses
    
    $
    5,298
    
    
    $
    4,373
    
    
    $
    10,749
    
    
    $
    8,525
  Income Taxes
   19




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##### Table of Contents



Endeavour International Corporation
 Liquidity and Capital Resources
      Drilling Program
   20




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##### Table of Contents



Endeavour International Corporation
  rd
 Rig Commitments
    Disclosures About Contractual Obligations and Commercial Commitments
  21




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##### Table of Contents



Endeavour International Corporation
 
 Item 3: Quantitative and Qualitative Disclosures about Market Risk
 Foreign Exchange Risk
  Commodity Price Risk
   Interest Rate Risk
  
 Item 4: Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   22




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##### Table of Contents



Endeavour International Corporation
   Changes in Internal Controls over Financial Reporting
  
 Part II. Other Information
 
 Item 1: Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
   BrokerFor
    
    Against
    
    Abstained
    
    Non-VotesElection as a
Director of the
Company of:John N. Seitz
    
    
    57,175,570
    
    
    
    
    
    
    
    269,044
    
    
    
    Nancy K. Quinn
    
    
    57,111,919
    
    
    
    
    
    
    
    332,695
    
    
    
    Approval of an
amendment to the
Articles of
Incorporation
    
    
    54,363,674
    
    
    
    2,682,792
    
    
    
    398,147
    
    
    
    1
 23




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##### Table of Contents



Endeavour International Corporation
 
 Item 6: Exhibits
  31.1 *
    
    Certification of William L. Transier, Co-Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2 *
    
    Certification of John N. Seitz, Co-Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.31.3 *
    
    Certification of Lance Gilliland, Chief Financial Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.31.4 *
    
    Certification of Robert L. Thompson, Chief Accounting Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1 *
    
    Certification of William L. Transier, Co-Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2 *
    
    Certification of John N. Seitz, Co-Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.3 *
    
    Certification of Lance Gilliland, Chief Financial Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.4 *
    
    Certification of Robert L. Thompson, Chief Accounting Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith. 
 Signatures
  Endeavour International Corporation
 Date: August 4, 2006
    
    /s/ Lance Gilliland
    
    /s/ Robert L. ThompsonLance Gilliland
    
    Robert L. ThompsonExecutive Vice President and
    
    Vice President and ChiefChief Financial Officer
    
    Accounting Officer(Principal Financial Officer)
    
    (Principal AccountingOfficer)
 24




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##### Table of Contents



EXHIBIT INDEX
 31.1 *
    
    Certification of William L. Transier, Co-Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2 *
    
    Certification of John N. Seitz, Co-Chief Executive Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.31.3 *
    
    Certification of Lance Gilliland, Chief Financial Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.31.4 *
    
    Certification of Robert L. Thompson, Chief Accounting Officer, pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1 *
    
    Certification of William L. Transier, Co-Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2 *
    
    Certification of John N. Seitz, Co-Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.3 *
    
    Certification of Lance Gilliland, Chief Financial Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.4 *
    
    Certification of Robert L. Thompson, Chief Accounting Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.