UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 11-K


ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

 

OR

 

[    ]

TRANSITION REPORT PURSUANT TO SECTON 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

 

Commission File No. 1-13726

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

CHESAPEAKE ENERGY CORPORATION SAVINGS AND INCENTIVE

STOCK BONUS PLAN

 

B.       Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

CHESAPEAKE ENERGY CORPORATION

6100 NORTH WESTERN AVENUE

OKLAHOMA CITY, OK 73118

 


 



 

 

CHESAPEAKE ENERGY CORPORATION

SAVINGS AND INCENTIVE STOCK BONUS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

December 31, 2005 and 2004

 

 

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Index

 

 

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits, December 31, 2005 and 2004

2

 

 

Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2005 and 2004

3

 

 

Notes to Financial Statements

4

 

 

Supplemental Schedules

 

 

 

Schedule of Assets (Held at End of Year) at December 31, 2005

11

 

 

Schedule of Reportable Transactions for the Year Ended December 31, 2005

12

 

 

 

Note: Other schedules required by section 2520-103.10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

 



 

 

Report of Independent Registered Public Accounting Firm

To the Participants and Members of the Employee Compensation and Benefits

Committee of Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan:

 

In our opinion the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan (the "Plan") at December 31, 2005 and 2004 and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets (Held at End of Year) at December 31, 2005 and Reportable Transactions for the year ended December 31, 2005 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

PricewaterhouseCoopers LLP

 

Oklahoma City, Oklahoma

June 29, 2006

 

 

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Statements of Net Assets Available for Benefits

December 31, 2005 and 2004

 

 

 

 

 

December 31,

 

 

 

 

2005

 

 

 

2004

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Investments (at fair value) (See Note 3)

 

$

150,271,220

 

 

 

$

77,421,054

 

Receivables

 

 

 

 

 

 

 

 

 

Employer contributions

 

 

 

 

 

 

3,647

 

Participants’ contributions

 

 

 

 

 

 

1,372

 

Dividends

 

 

182,003

 

 

 

 

147,311

 

Other (See Note 10)

 

 

 

 

 

 

88,916

 

Due from broker

 

 

 

 

 

 

23,203

 

Total assets

 

 

150,453,223

 

 

 

 

77,685,503

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

35,301

 

 

 

 

33,539

 

Due to broker

 

 

412,233

 

 

 

 

 

Total liabilities

 

 

447,534

 

 

 

 

33,539

 

Net assets available for benefits

 

$

150,005,689

 

 

 

$

77,651,964

 

 

 

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

 

2

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2005 and 2004

 

 

 

 

Years Ended December 31,

 

 

2005

 

2004

 

 

 

 

 

 

 

 

Additions to net assets attributed to:

 

 

 

 

 

 

 

Investment income:

 

 

 

 

 

 

 

Interest and dividends

 

$

1,886,750

 

$

1,011,599

 

Net appreciation in fair value of investments

 

 

55,328,971

 

 

10,898,273

 

Total investment income

 

 

57,215,721

 

 

11,909,872

 

 

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

 

 

Employer

 

 

9,454,651

 

 

6,067,527

 

Participants

 

 

11,807,591

 

 

7,112,977

 

Other (See Note 10)

 

 

 

 

88,916

 

Total contributions

 

 

21,262,242

 

 

13,269,420

 

Total additions

 

 

78,477,963

 

 

25,179,292

 

 

 

 

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

 

 

 

Benefits paid to participants

 

 

5,947,813

 

 

1,568,172

 

Administrative expenses

 

 

176,425

 

 

83,360

 

Total deductions

 

 

6,124,238

 

 

1,651,532

 

 

 

 

 

 

 

 

 

Net increase

 

 

72,353,725

 

 

23,527,760

 

 

 

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

Beginning of year

 

 

77,651,964

 

 

54,124,204

 

End of year

 

$

150,005,689

 

$

77,651,964

 

 

 

 

 

 

 

 

 

 

 

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

 

3

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Notes to Financial Statements

December 31, 2005 and 2004

 

 

 

1.

Description of the Plan

 

The following is a brief summary of the various provisions of the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan (the "Plan"). Participants should refer to the Plan agreement for a complete description of the Plan's provisions.

 

General

The Plan is a defined contribution plan that covers all employees of Chesapeake Energy Corporation and its subsidiaries (the "Company"), except for the employees of NOMAC Drilling Corporation, a wholly-owned subsidiary, and union employees of Chesapeake Appalachia, a wholly-owned subsidiary. Any employee who is at least 21 years old and has completed three months of employment with the Company is eligible to participate in the Plan.

 

Contributions

Each year, participants may contribute up to 75 percent of pre-tax annual compensation, as defined by the Plan. Participants may also contribute amounts representing rollover distributions from other qualified plans. Participants who are age 50 and above may also elect to make “catch-up” contributions.


The Company matches 100 percent of participant contributions up to 15 percent of eligible participant compensation. Profit-sharing contributions may be made at the discretion of the Company's board of directors. No discretionary profit-sharing contributions were made in 2005 or 2004. Participant and Company contributions are subject to certain limitations.

 

The Company's matching contribution is used to purchase shares of Chesapeake Energy Corporation Common Stock (the “Common Stock”) on the open market. The Company’s contribution is made in cash and shares of Common Stock which have been forfeited to the Company by terminated participants. Participants may also elect to direct all or a portion of their contributions into the Common Stock. Participants may not transfer or liquidate their investment in Common Stock arising from employer contributions and earnings thereon until they elect to withdraw from the Plan due to separation of service or elect an in-service distribution upon attainment of age 59 ½ .

 

Participant Accounts

Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance.

 

Vesting

Participants are immediately vested in their personal contributions plus actual earnings thereon. Vesting in the Company's matching and profit-sharing contributions plus actual earnings thereon is based on years of credited service or participant age. A participant shall become 100 percent vested after five years of credited service under a graded vesting schedule.

 

4

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Notes to Financial Statements

December 31, 2005 and 2004

 

 

 

Participant Loans

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. The loans are collateralized by the balance in the participant's account and bear interest at the prime interest rate at the time of loan origination. The prime interest rate at December 31, 2005 was 7.25%. Principal and interest is paid ratably through semi-monthly payroll deductions. Interest rates on loans outstanding at December 31, 2005 ranged from 4.00% to 9.50% with loans maturing at various dates through 2015.

 

Payment of Benefits

Upon termination of service due to death, retirement or separation from service, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or have the value rolled over to another qualified plan or IRA.

 

Amounts Forfeited

Forfeited non-vested amounts are first used to pay administrative expenses of the Plan or to restore unvested amounts to re-employed participants. Any remaining forfeitures are used to reduce Company contributions into the Plan. Forfeited non-vested accounts totaled $420,737 and $243,879 at December 31, 2005 and 2004, respectively. During 2005 and 2004, administrative expenses were reduced by $167,739 and $62,802, respectively, and employer matching contributions were reduced by $0 and by $0, respectively, from forfeited non-vested accounts.

 

2.

Summary of Significant Accounting Policies

 

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

The Plan's investments are stated at fair value. Shares of mutual funds are valued at net asset value on the last business day of the year. Shares of common/collective trusts are valued at net asset value of shares held by the Plan at year-end as reported by the trustee.

 

 

5

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Notes to Financial Statements

December 31, 2005 and 2004

 

 

Chesapeake Energy Corporation Common Stock is valued at the closing market price on the last business day of the year, according to the New York Stock Exchange. Participant loans are valued at outstanding principal balances plus accrued interest, which approximates fair value.

 

Purchases and sales of securities are recorded on a trade-date basis. Investment income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation (depreciation) in the fair value of investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

 

Payment of Benefits

Benefits are recorded when paid.

 

Risks and Uncertainties

Investment securities are exposed to various risks, such as interest rate, market, and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

 

Plan Expenses

Trustee and recordkeeper fees are paid by the Plan. Certain plan expenses, such as annual audit fees, are paid by the plan sponsor and are not included in these financial statements.

 

3.

Investments

The following presents investments that represented five percent or more of the Plan’s net assets:

 

 

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Chesapeake Energy Corporation Common Stock

 

$

115,904,807*

 

$

54,014,019*

 

 

 

 

 

 

 

 

 

*Balances include nonparticipant-directed investments.

 

 

 

 

 

 

 

 

 

 

6

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Notes to Financial Statements

December 31, 2005 and 2004

 

 

The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

 

 

 

2005

 

2004

 

 

 

 

 

 

 

 

Mutual funds

 

$

1,594,482

 

$

1,714,240

 

Common stocks

 

 

53,734,489

 

 

9,184,033

 

Total

 

$

55,328,971

 

$

10,898,273

 

 

 

 

7

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Notes to Financial Statements

December 31, 2005 and 2004

 

 

 

4.

Nonparticipant-directed Investments

 

Investment in the Common Stock includes balances arising from nonparticipant-directed employer matching contributions, as well as participant-directed contributions and transfers from other investment options. Information about the net assets and the significant components of the changes in net assets relating to investments in the Common Stock is as follows:

 

 

 

2005

 

2004

 

 

 

 

 

 

 

 

Net assets, beginning balance:

 

 

 

 

 

 

 

Chesapeake Energy Corporation Common Stock

 

$

54,014,019

 

$

38,265,445

 

 

 

 

 

 

 

 

 

Changes in net assets:

 

 

 

 

 

 

 

Contributions

 

$

12,203,174

 

$

7,551,620

 

Dividend income

 

 

674,398

 

 

485,635

 

Net appreciation

 

 

53,734,489

 

 

9,184,033

 

Benefits paid to participants

 

 

(4,550,551

)

 

(1,108,328

)

Transfers to other investment options, net

 

 

(170,722

)

 

(364,386

)

Net increase in assets during the year

 

 

61,890,788

 

 

15,748,574

 

 

 

 

 

 

 

 

 

Net assets, ending balance:

 

 

 

 

 

 

 

Chesapeake Energy Corporation Common Stock

 

$

115,904,807

 

$

54,014,019

 

 

5.

Party-in-interest Transactions

 

Certain Plan investments are shares of the Common Stock. These transactions represent investments in the Company and, therefore, qualify as party-in-interest transactions. Further, certain Plan investments are shares of mutual funds and common collective trusts managed by Fidelity Investments and Union Bank of California (“UBOC”). Fidelity Management Trust Company and UBOC are the trustees as defined by the Plan, and, therefore, transactions in mutual funds and common collective trusts managed by Fidelity Investments and UBOC qualify as party-in-interest transactions. During 2005 and 2004, there were 349 and 34 purchases of the Common Stock for a total purchase price of $13,982,789 and $6,674,933, respectively, and there were 179 and 0 sales of the Common Stock for a total selling price of $6,405,723 and 0, respectively.

 

6.

Tax Status

 

The Plan obtained its latest determination letter on April 22, 1997, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the “IRC”). The Plan has been

 

 

8

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Notes to Financial Statements

December 31, 2005 and 2004

 

 

amended since receiving the determination letter. However, the plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements.

 

7.

Plan Termination

 

Although the Company has not expressed any intent to do so, the Company reserves the right to change, amend or discontinue the Plan at any time, subject to the provisions of ERISA. In the event of discontinuance of the Plan, participants will become 100 percent vested in their accounts.

 

8.

Concentration of Investments

 

As of December 31, 2005, the Plan held $115,904,807 of Common Stock of the Company, which is 77% of total investments. Changes in the value of the Company will offset the price of shares held by the Plan. These changes could be significant.

 

9.

Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits as of December 31, 2005 and 2004, as reflected in the accompanying financial statements, to the Form 5500:

 

 

 

 

2005

 

 

2004

 

 

 

 

 

 

 

 

Net assets available for benefits per the financial statements

 

$

150,005,689

 

$

77,651,964

 

Add: Accrued administrative expenses

 

 

35,301

 

 

33,539

 

Net assets available for benefits per the Form 5500

 

$

150,040,990

 

$

77,685,503

 

 

 

The following is a reconciliation of administrative expenses for the years ended December 31, 2005 and 2004, as reflected in the accompanying financial statements, to the Form 5500:

 

 

 

 

2005

 

 

2004

 

 

 

 

 

 

 

 

Administrative expenses per the financial statements

 

$

176,425

 

$

83,360

 

Add: Previous year accrued administrative expenses

 

 

33,539

 

 

18,780

 

Less: Current year accrued administrative expenses

 

 

(35,301

)

 

(33,539

)

Administrative expenses per the Form 5500

 

$

174,663

 

$

68,601

 

 

Administrative expenses are recorded on the Form 5500 when paid.

 

 

9

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Notes to Financial Statements

December 31, 2005 and 2004

 

 

 

10.

Other Receivable

 

Subsequent to the plan year ended December 31, 2004, the Company identified certain recordkeeping errors related to the investment allocation of 82 participants. The Plan has taken steps to prevent future errors of this type and has fully corrected the errors discovered without any loss to Plan participants. The adjustment related to this error of $88,916 is included in “Other Receivable” on the Statements of Net Assets Available for Benefits at December 31, 2004 and shown as “Other Contributions” on the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2004.

 

11.

Recent Accounting Pronouncements

 

On December 29, 2005, the Financial Accounting Standards Board ("FASB") released FASB Staff Position Nos. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans ("FSP"). The FSP clarifies the definition of fully benefit-responsive investment contracts for the contracts held by defined contribution plans. The FSP also establishes enhanced financial statement presentation and disclosure requirements for defined contribution plans subject to the FSP effective for financial statements issued for periods ending after December 15, 2006. Management is currently evaluating the effect of the pronouncement on the financial statements.

 

 

10

 



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Schedule of Assets (Held at End of Year)

December 31, 2005

Schedule 1

Identity of Issuer, Borrower,
Lessor, or Similar Party

 

Description of Investment
Including Maturity Date,
Rate of Interest, Collateral,
Par, or Maturity Value

 

Cost

 

Current
Value

 

 

 

 

 

 

 

 

 

 

 

*Chesapeake Energy Corporation

 

Common Stock, $0.01 par value

 

$

35,390,090

 

$

115,904,807

 

Vanguard Target Retirement Inc

 

Mutual Funds

 

 

**

 

 

570,587

 

Vanguard Target Retirement 2005

 

Mutual Funds

 

 

**

 

 

12,238

 

T Rowe Price Retirement 2010 R

 

Mutual Funds

 

 

**

 

 

1,855,242

 

Vanguard Target Retirement 2015

 

Mutual Funds

 

 

**

 

 

107,670

 

T Rowe Price Retirement 2020 R

 

Mutual Funds

 

 

**

 

 

2,205,831

 

Vanguard Target Retirement 2025

 

Mutual Funds

 

 

**

 

 

176,954

 

T Rowe Price Retirement 2030 R

 

Mutual Funds

 

 

**

 

 

1,338,580

 

Vanguard Target Retirement 2035

 

Mutual Funds

 

 

**

 

 

173,198

 

T Rowe Price Retirement 2040 R

 

Mutual Funds

 

 

**

 

 

469,819

 

Vanguard Target Retirement 2045

 

Mutual Funds

 

 

**

 

 

24,031

 

*UBOC Stable Value

 

Common/Collective Trust

 

 

**

 

 

3,717,032

 

Delaware Group: Div Inc A

 

Mutual Funds

 

 

**

 

 

777,531

 

Hotchkins & Wiley Large Cap Value A

 

Mutual Funds

 

 

**

 

 

2,269,082

 

Davis New York Venture A

 

Mutual Funds

 

 

**

 

 

3,076,094

 

Legg Mason Growth Trust Institutional

 

Mutual Funds

 

 

**

 

 

3,271,347

 

Goldman Sachs MidCap Value I

 

Mutual Funds

 

 

**

 

 

4,772,658

 

Legg Mason Opp. Trust I

 

Mutual Funds

 

 

**

 

 

2,328,376

 

Hotchkins & Wiley Small Cap Value A

 

Mutual Funds

 

 

**

 

 

321,177

 

Royce Value Plus Inv

 

Mutual Funds

 

 

**

 

 

756 965

 

Boston Co. International Core Equity

 

Mutual Funds

 

 

**

 

 

549,379

 

Fidelity Advisor Diversified International A

 

Mutual Fund

 

 

**

 

 

3,034,549

 

Highmark Money Market

 

Interest Bearing Cash

 

 

**

 

 

268,277

 

Principal Cash

 

Interest Bearing Cash

 

 

**

 

 

412,233

 

Individually Directed Account

 

Common Stocks &Mutual Funds

 

**

 

 

367,629

 

*Participant Loans

 

Due Through September 4, 2015 Interest Rates Ranging From 4.00 Percent To 9.50 Percent

 

 

**

 

 

1,509,934

 

 

 

 

 

 

 

 

$

150,271,220

 

*

Identifies parties-in-interest.

 

** Identifies participant-directed investment options for which presentation of cost in the

Schedule of Assets (Held at End of Year) is not required.

 

11



Chesapeake Energy Corporation

Savings and Incentive Stock Bonus Plan

Schedule of Reportable Transactions

>December 31, 2005

Schedule 2

 

 

 

 

Description of Asset

Number of Purchases

 

Number of Sales

 

 

Total Purchase Price

 

 

Total Selling Price

 

 

Net Gain (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

*Chesapeake Energy

 

 

 

 

 

 

 

 

 

 

 

 

Corporation Common Stock

349

 

179

 

$

13,982,789

 

$

6,405,723

 

$

4,504,361

 

*Identifies parties-in-interest.

 

 

12

 



 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Compensation and Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

CHESAPEAKE ENERGY CORPORATION

Savings and Incentive Stock Bonus Plan

 

 

By:


/s/ MARY WHITSON

 

 

 

Mary Whitson, Plan Administrator

 

Date: June 29, 2006

 

 

 

13

 



 

 

EXHIBIT INDEX

 

 

Exhibit
Number

 

Description

 

 

 

 

23

 

Consent of PricewaterhouseCoopers LLP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14

 



 

 

 

Exhibit 23

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-07255, 333-30324 and 333-118312) of Chesapeake Energy Corporation of our report dated June 24, 2005 relating to the financial statements of Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan, which appears in this Form 11-K.

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

 

Oklahoma City, Oklahoma

June 29, 2006

 

 

 

15