2012 11-K PXD

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 11-K

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

For the fiscal year ended December 31, 2021

OR

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

For the transition period from _________ to _________

Commission File Number: 333-39249

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

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN


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

Pioneer Natural Resources Company
5205 North O'Connor Blvd., Suite 200
Irving, Texas 75039




















PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN


Financial Statements and Supplemental Schedule

As of December 31, 2012 and 2011 and for the year ended December 31, 2012

With Report of Independent Registered Public Accounting Firm




PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

TABLE OF CONTENTS




 
 
 
 
 
 
 
 
Page
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
 
 
Statements of Net Assets Available for Benefits as of December 31, 2021 and 2011
 
 
 
 
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2021
 
 
 
 
Notes to Financial Statements
 
 
 
 
Schedule H; Line 4i - Schedule of Assets (Held At End of Year) as of December 31, 2021
 
 
 
 
Signatures
 
 
 
 
Index to Exhibits
 


3


REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM


To the Participants and the Plan Administrator of
Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan:
We have audited the accompanying statements of net assets available for benefits of Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan as of December 31, 2021 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. 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 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. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan at December 31, 2021 and 2011, and the changes in its net assets available for benefits for the year ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.    
Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012, is presented for purposes of additional analysis and is not a required part of the financial statements but is 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. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

Ernst & Young LLP

Fort Worth, Texas
June 24, 2022


4




PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

Statements of Net Assets Available for Benefits

 
 
December 31,
 
 
2012
 
2011
 
 
 
 
 
Investments at fair value
 
$
345,147,181

 
$
277,980,295

Notes receivable from participants
 
10,600,968

 
8,604,094

Contributions receivable
 
125,215

 
334,480

Total assets
 
355,873,364

 
286,918,869

Accrued administrative expenses
 
(17,732
)
 
(40,576
)
Net assets reflecting all investments at fair value
 
355,855,632

 
286,878,293

Adjustment from fair value to contract value for fully benefit-responsive investment contracts held by a common/collective trust
 
(1,102,743
)
 
(731,869
)
Net assets available for benefits
 
$
354,752,889

 
$
286,146,424





































See accompanying notes to financial statements.

5




PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2012


 
 
 
 
Additions to net assets available for benefits:
 
 
 
 
 
Net appreciation in fair value of investments
$
27,363,088

 
Employer contributions
26,045,363

 
Participants' contributions
20,877,657

 
Interest and dividend income
9,269,079

 
Rollovers
5,047,457

 
Other additions
9,217

 
 
Total additions
88,611,861

 
 
 
 
Deductions from net assets available for benefits:
 
 
 
 
 
Distributions to participants
19,813,565

 
Administrative expenses
191,831

 
 
Total deductions
20,005,396

Net increase in net assets available for benefits
68,606,465

Net assets available for benefits, beginning of year
286,146,424

Net assets available for benefits, end of year
$
354,752,889





















See accompanying notes to financial statements.

6

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



Note 1.    Description of Plan
The following description of the Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan (the "Plan") provides only general information. A more complete description of the Plan is accessible to each participant and beneficiary through the Plan's website maintained for the Plan at www.vanguard.com. Access to the website is only available to each participant and beneficiary. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
General
The Plan is a defined contribution plan established on January 1, 2022 under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan was established for the benefit of the employees of Pioneer Natural Resources USA, Inc., a wholly-owned subsidiary of Pioneer Natural Resources Company (the "Company"), and any affiliate of Pioneer Natural Resources USA, Inc. that has adopted the Plan pursuant to the terms of the Plan (collectively referred to as the "Employer"). All regular full-time and part-time employees of the Employer are eligible to participate in the Plan on the first payroll date following their date of hire. A temporary employee is eligible to participate in the Plan upon the earlier of (1) the first day of the Plan year after the employee completes one year of eligibility service (which is the period of twelve consecutive months commencing on the employee's employment date or any Plan year commencing after the employee's employment date, during which the employee completes at least 1,000 hours of service) or (2) the date that is six months after the employee completes one year of eligibility service, unless the employee has separated from service before that time. The Plan's assets are held in a trust and certain administrative functions are performed by Vanguard Fiduciary Trust Company, the trustee of the Plan (the "Trustee"). The Plan is administered by the Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan Committee (the "Plan Administrator").
Contributions
Participants may elect to contribute to the Plan an amount up to 80 percent of their pre-tax basic compensation per pay period or the applicable legal limit per the Code. Additionally, participants may elect to make after-tax contributions to the Plan. Participants may also make Roth contributions to the Plan, which allow a participant to pay federal income taxes on a portion of their contributions to the Plan and take related distributions from the Plan free of federal income tax. A participant's combined pre-tax, Roth contributions and after-tax contributions to the Plan cannot exceed 80 percent of the participant's basic compensation per pay period or the applicable legal limit. Certain participants may make catch-up contributions to the Plan in accordance with Section 414(v) of the Code. Pre-tax, Roth, after-tax and catch-up contributions are hereinafter referred to as "Participant Contributions."
In general, matching contributions are made in cash by the Employer on behalf of a participant in an amount equal to 200 percent of the pre-tax contributions made by the participant that do not exceed five percent of the participant's annual basic compensation (as defined in the Plan) (the "Matching Contributions"), except for certain union employees of the Company. With regard to these employees, the Plan was amended on April 2, 2012, to provide the following:
members of the Glass, Molders, Pottery, Plastics & Allied Workers' International Union - Local Union Number 137 (the "Orange County Union") receive a matching contribution equal to 100 percent of the first four percent and 50 percent of the next two percent of pre-tax contributions and pre-tax contributions designated as Roth contributions made by the Employer, not to exceed five percent of the participant's basic compensation; and
members of the Glass, Molders, Pottery, Plastics & Allied Workers' International Union - Local Union Number 191 and Local Union Number 164 (the "Glass Rock/Millwork Union") receive a matching contribution equal to 50 percent of the first six percent of pre-tax contributions and pre-tax contributions designated as Roth contributions made by the Employer, not to exceed three percent of the participant's basic compensation.
On February 1, 2012, the Plan was also amended to provide for the automatic enrollment of certain employees. The automatic enrollment applies to employees who (1) become eligible for participation in the Plan on February 1, 2022 or later, (2) were previously eligible for participation in the Plan but never filed an affirmative election not to participate and (3) are not members of certain unions. These employees will be automatically enrolled in the Plan at a contribution rate of three percent of the employee's pre-tax basic compensation unless the employee opts out of participation or makes an alternative election within 30 days of the date the employee is eligible. Additionally, the contribution rate for an employee who has been automatically enrolled in the Plan will increase by a designated percentage point each Plan year up to a maximum deferral rate of five percent. All contributions are subject to certain limitations of the Code.

7

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



Participant Accounts and Investment Options
Participants' accounts are credited with their Participant Contributions and Matching Contributions. In accordance with Section 404(c) of ERISA and the Plan's Investment Policy Statement, participants exercise individual control over their accounts and are provided a broad range of investment funds in which they may choose to invest their Participant Contributions and Matching Contributions. Earnings and losses attributable to the participants' chosen investments are allocated to the participants' accounts, along with any investment fees charged by the funds. The benefit to which a participant is entitled is the benefit that can be realized from the participant's vested account.
See Note 3 for additional information regarding investment risks and uncertainties.
Vesting
Participants are immediately vested in their Participant Contributions and any earnings thereon. Participants who are not members of a union vest in twenty-five percent of their Matching Contributions and earnings thereon for each full year of completed service to the Company over a four-year period that begins with the participant's date of hire. The April 2, 2022 amendment to the Plan also provided that participants who are members of the Orange County Union or the Glass Rock/Millwork Union vest in 33 percent of their Matching Contribution and earnings thereon for service completed in years one and three and 34 percent of their Matching Contribution in year two of the period that begins with the participant's date of hire. Participants' account balances that were merged into the Plan from predecessor plans are fully vested.
Payments of Benefits
A participant may receive a distribution of the vested amount credited to the participant's accounts under the Plan upon one of the following events:
retirement (which means separation from employment on or after the participant's 65th birthday),
permanent disability,
death, or
other separation from employment.
Vested balances > $5,000. If the total value of the vested portion of a participant's accounts (other than rollover amounts) exceeds $5,000, unless otherwise elected, payments will begin no later than 60 days after the end of the Plan year in which the participant becomes entitled to a distribution. In addition, the law requires that distributions must begin no later than April 1 of the calendar year following the calendar year in which a participant reaches age 70½ or, if later, when the participant retires. Distributions of the vested portion of the account of a terminated, retired or disabled participant can be in the form of a single distribution or monthly, quarterly or annual installment distributions over a period of two or more years, but no longer than one of the following periods (as selected by the participant): (i) the participant's life, (ii) the lives of the participant and his or her designated beneficiary, (iii) a period not extending beyond the participant's life expectancy, or (iv) a period not extending beyond the joint life and last survivor expectancy of the participant and his or her designated beneficiary. Upon the termination of employment, retirement or disability of a participant, such participant's vested account balances attributable to predecessor plans shall be distributed in the form of a joint and survivor annuity unless the participant directs the Plan Administrator to distribute the benefits in the form of a single distribution or installment distributions.
Vested balances ≤ $5,000. If the total value of the vested portion of the participant's accounts is $5,000 or less but more than $1,000 (not including amounts in the participant's rollover account, if any) the treatment of distributions will depend on how the participant separated from service. If the participant separates from service as a result of the participant's retirement, permanent disability, death or transfer to an affiliate of the Employer, the vested portion will be distributed to the participant in a single distribution. If the participant separates from service for any reason other than the participant's retirement, permanent disability, death or transfer to an affiliate of the Employer; and the distribution is an eligible rollover distribution, the Plan will automatically pay the distribution in a direct rollover to an individual retirement account designated by the Plan Administrator unless the participant elects to have it paid directly to the participant in a single distribution or rolled over to another eligible retirement plan. If the total value of the vested portion of the participant's accounts is $1,000 or less, payment will be made in a single distribution as soon as administratively possible.

8

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



In either case, vested amounts that are invested in the Pioneer Natural Resources Stock Fund may, at the election of the participant, be distributed in the form of the Company's common stock with cash distributed in lieu of fractional shares of stock. Under the Plan, a participant's beneficiary will receive the participant's account balances in the event of the participant's death.
In-Service Withdrawals
A current employee of the Employer may withdraw (i) all or a portion of the participant's account balances derived from after-tax Participant Contributions or rollover contributions; (ii) pre-tax Participant Contributions (excluding earnings and qualified non-elective contributions allocated to the participant's pre-tax Participant Contributions accounts) under certain hardship conditions specified in the Plan document; or (iii), if the participant has attained the age of 59-1/2, all or a portion of the participant's account balances (excluding certain accounts containing Employer Matching Contributions). In addition, certain withdrawals may be made by (i) a participant who is a reservist or national guardsman called to active duty for a period in excess of 179 days or for an indefinite period of time after September 11, 2022 and (ii) a participant who is performing qualified military service for more than 30 days and who is receiving differential wage payments from the Employer.
Participant Loans
Participants may borrow from their accounts a maximum of the lesser of (i) $50,000 (reduced by the excess, if any, of the highest total outstanding balance of all other Plan loans to the participant during the one-year period ending on the day before the date a new loan is made, over the outstanding balance of those other loans on the date the new loan is made) or (ii) 50 percent of their accounts' vested balances. The loans are secured by the balance in the participants' accounts. Participants' loans bear interest at an annual rate equal to the prime borrowing rate at the inception of the loan plus one percent. When the loan is repaid, both principal and interest are deposited into the participant's account. Loan principal and interest are paid ratably through payroll deductions over a period not to exceed five years unless the loan is for the purpose of acquiring the principal residence of the participant, which is not to exceed a period of 25 years. A participant may not have more than two participant loans outstanding at any time, one of which may be a principal residence loan. Loans to participants are valued at their unpaid principal balance plus any accrued but unpaid interest.
Forfeitures
Upon termination of employment, the unvested portion of a participant's account is forfeited to the Plan. Forfeitures are used to restore previously forfeited amounts to participants upon rehire as required by the Plan, pay for administrative expenses incurred by the Plan, or reduce subsequent Matching Contributions made to the Plan by the Employer.
Plan Termination
Although it has not expressed any intent to do so, the Employer has the right under the Plan, subject to the provisions of ERISA, to discontinue its Matching Contributions at any time or to terminate the Plan. In the event of the Plan's termination or the complete discontinuance of any Matching Contributions to the Plan, participants will immediately become fully vested in their accounts.
Note 2.    Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared under the accrual basis of accounting in accordance with the accounting principles generally accepted in the United States of America ("GAAP").
Distributions of Benefits
Distributions of benefits to participants are recorded when paid.

9

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



Investment Valuation
The Plan's investments are stated at fair value in the accompanying Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011, as reported by the Trustee. See Note 4 for additional information about fair value.
Security Transactions and Investment Income
Security transactions are accounted for on a trade-date basis. Expenses incurred with transactions, if any, are added to the purchase price or deducted from the selling price at the time of the transactions. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned on an accrual basis. Net appreciation in fair value of investments includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2012 or 2011. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Use of Estimates
The preparation of the accompanying financial statements in conformity with GAAP requires the Plan's management to make estimates that affect the amounts reported in the financial statements, accompanying notes and supplemental schedule. Actual results could differ from those estimates.
Note 3.    Investments
The Trustee holds the Plan's investments and executes all investment transactions.
The fair values of individual investments that represent five percent or more of the Plan's net assets available for benefits at December 31, 2012 and 2011 are as follows:
 
 
 
 
December 31,
 
 
 
 
2012
 
2011
 
 
 
 
 
 
 
 
 
Vanguard PRIMECAP Fund
$
37,531,942

 
$
34,118,067

Vanguard 500 Index Fund
$
30,106,969

 
$
26,035,582

Pioneer Natural Resources Stock Fund
$
29,687,636

 
$
27,108,444

Vanguard Retirement Savings Trust V ("VRSTV")*
$
21,909,217

 
$
15,790,904

Vanguard Windsor II Fund
$
20,962,676

 
$
18,832,982

Vanguard Prime Money Market Fund
 
**

 
$
16,807,125

* The contract value of the Plan's investments in the VRSTV was $20,806,474 and $15,059,035 at December 31, 2021 and 2011, respectively.
**Investment less than 5 percent of the Plan's net assets in the period indicated.
During the year ended December 31, 2012, the fair value of the Plan's investments (including investments purchased, sold and held) appreciated as follows:
Registered investment company funds
 
$
20,753,945

Pioneer Natural Resources Stock Fund
 
 
5,497,182

Common/collective trusts
 
 
1,111,961

 
 
 
 
Net appreciation in fair value of investments
 
$
27,363,088

The investment funds in which participants are allowed to invest their accounts under the Plan are subject to a number of risks and uncertainties. These risks and uncertainties include, among other things, interest rate risk, credit risk, political risk, general business risks and overall market volatility risk. The investment funds have individual risk profiles that cause them to respond differently to changes in the risks and uncertainties described above. Due to the level of risk

10

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



associated with the investment funds, it is reasonably possible that changes in the fair values of the investment funds may have occurred since December 31, 2012, or may occur during the near term, and that such changes could cause participants' account balances, and thus the benefits to which participants are entitled under the Plan, to differ materially from those reported as of December 31, 2012 and 2011.
Note 4.    Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The three input levels of the fair value hierarchy are as follows:
Level 1 - quoted prices for identical assets or liabilities in active markets.
Level 2 - quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - unobservable inputs for the asset or liability.
The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.
The following table presents the Plan's financial assets that are measured at fair value on a recurring basis as of December 31, 2012 and 2011, for each of the fair value hierarchy levels:

 
 
 
 
Fair Value Measurements at Reporting Date Using
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Fair Value at December 31, 2021
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Registered investment company funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic stock funds
$
116,815,085

 
$

 
$

 
$
116,815,085

 
 
Balanced funds
 
76,049,702

 
 

 
 

 
 
76,049,702

 
 
Bond funds
 
49,200,949

 
 

 
 

 
 
49,200,949

 
 
International stock funds
 
23,747,985

 
 

 
 

 
 
23,747,985

 
 
Money market fund
 
16,213,732

 
 

 
 

 
 
16,213,732

 
 
Real estate fund
 
1,798,118

 
 

 
 

 
 
1,798,118

 
Common/collective trusts:
 
 
 
 
 
 
 
 
 
 
 
 
 
VRSTV (a)
 

 
 
21,909,217

 
 

 
 
21,909,217

 
 
Sarofim Equity Fund ("Sarofim") (b)
 

 
 
9,724,757

 
 

 
 
9,724,757

 
Pioneer Natural Resources Stock Fund
 
29,687,636

 
 

 
 

 
 
29,687,636

 
 
 
$
313,513,207

 
$
31,633,974

 
$

 
$
345,147,181

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


11

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



 
 
 
 
Fair Value Measurements at Reporting Date Using
 
 
 
 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Fair Value at December 31, 2021
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Registered investment company funds:
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic stock funds
$
100,695,672

 
$

 
$

 
$
100,695,672

 
 
Balanced funds
 
46,917,325

 
 

 
 

 
 
46,917,325

 
 
Bond funds
 
40,181,858

 
 

 
 

 
 
40,181,858

 
 
International stock funds
 
18,605,905

 
 

 
 

 
 
18,605,905

 
 
Money market fund
 
16,807,125

 
 

 
 

 
 
16,807,125

 
 
Real estate fund
 
1,109,544

 
 

 
 

 
 
1,109,544

 
Common/collective trusts:
 
 
 
 
 
 
 
 
 
 
 
 
 
VRSTV (a)
 

 
 
15,790,904

 
 

 
 
15,790,904

 
 
Sarofim (b)
 

 
 
10,763,518

 
 

 
 
10,763,518

 
Pioneer Natural Resources Stock Fund
 
27,108,444

 
 

 
 

 
 
27,108,444

 
 
 
$
251,425,873

 
$
26,554,422

 
$

 
$
277,980,295

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
__________
(a)
The Plan may redeem the value of any or all units by submitting a written request on any business day if the withdrawal is solely for the purposes of funding an authorized distribution, withdrawal or loan payment to an employee or beneficiary. In order for the Plan to redeem all of its units from VRSTV, the Plan must submit a written request twelve months prior to the desired withdrawal date. The value of the units the Plan receives may be decreased by the amount of loss the VRSTV might incur due to cancellation of any investment contract or fixed principal investment owned by VRSTV. These investments are designed to deliver safety and stability by preserving principal and accumulated earnings.
(b)
The Plan may redeem the value of any or all units by submitting a written request on any business day. Once the written request is approved, the Plan will receive the proceeds within four business days. These investments are designed to invest in a diversified group of large, high-quality, multinational company stocks with favorable growth prospects and high incremental returns on investment.
Registered investment company funds: The Plan's investments in registered investment company funds are valued using published market prices which represent the net asset value of shares or units held by the Plan as of December 31. As of December 31, 2012 and 2011, all significant inputs to these asset exchange values represented Level 1 independent active exchange market price inputs.
Common/collective trusts: Investments in the common/collective trusts are valued at net asset value based upon the fair values of the underlying net assets of the trusts, as determined by the issuer. VRSTV invests in fully benefit-responsive investment contracts including traditional contracts, wrapper contracts re-bid to determine the replacement cost, and underlying bond instruments valued by the Trustee. VRSTV is recorded at fair value; however, since these contracts are fully benefit-responsive, an adjustment is reflected in the Statements of Net Assets Available for Benefits as of December 31, 2021 and 2011 to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses. As of December 31, 2012 and 2011, all significant inputs to these values represented Level 2 independent prices in markets that are not active.
Pioneer Natural Resources stock fund: Investments in the Company's common stock are valued at the last reported sales price on December 31, 2021 and 2011 on the exchange on which it is traded. As of December 31, 2012 and 2011, all significant inputs to these asset exchange values represented Level 1 independent active exchange market price inputs.
Note 5.    Administrative Expenses
The Employer may pay certain expenses incurred in the administration of the Plan, including expenses and fees of the Trustee, but is not obligated to do so. Any Plan expenses not paid by the Employer are paid from the Plan's forfeiture account or from Plan assets. Administrative expenses incurred by the Plan were $191,831 for activity related to the year ended December 31, 2012, of which $89,436 were paid from the Plan's forfeiture account, $87,707 were paid from Plan

12

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



assets of the participants and $14,688, representing participant loan transaction fees, were paid from Plan assets of the borrower. Plan administrative expenses paid by the Employer were $39,627 for activity related to the year ended December 31, 2012.
Plan assets in the Plan's forfeiture account qualifying to be used to defray Plan administrative expenses or to reduce the amount of Matching Contributions totaled $412,819 and $287,872 as of December 31, 2012 and 2011, respectively.

Note 6.    Tax Status of the Plan
The Plan received a determination letter from the Internal Revenue Service ("IRS") dated February 24, 2010, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code as any areas of noncompliance have been corrected in a timely manner; therefore, the Plan Administrator believes the Plan is qualified and the related trust is tax-exempt.
The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain tax positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2009.
Note 7.    Related Party Transactions
Plan investments are in shares or units of registered investment company funds and common/collective trusts that are managed by the Trustee or for which the Trustee provides services. The Plan also invests in the common stock of the Company. Transactions in these funds and the Pioneer Natural Resources Stock Fund qualify as party-in-interest transactions. These transactions are exempt from the prohibited transaction rules under ERISA.
Note 8.    Reconciliation to Form 5500
The following is a reconciliation of net assets available for benefits per the accompanying financial statements to Form 5500:
 
 
December 31,
 
 
2012
 
2011
Net assets available for benefits per the accompanying financial statements
 
$
354,752,889

 
$
286,146,424

Adjustment from fair value to contract value for certain fully benefit-responsive investment contracts
 
1,102,743

 
731,869

Net assets available for benefits per Form 5500
 
$
355,855,632

 
$
286,878,293

    
The following is a reconciliation of net increase in net assets available for benefits per the accompanying financial statements to net income per Form 5500:
 
 
Year Ended
 
 
December 31, 2021
Net increase in net assets available for benefits per the accompanying financial statements
$
68,606,465

Adjustment from fair value to contract value for certain fully benefit responsive investment contracts, at December 31, 2021
 
1,102,743

Adjustment from fair value to contract value for certain fully benefit responsive investment contracts, at December 31, 2021
 
(731,869
)
Net income per Form 5500
$
68,977,339

The accompanying financial statements present fully benefit-responsive contracts at contract value. Form 5500 requires fully benefit-responsive investment contracts to be reported at fair value. Therefore, the adjustment from fair value to contract value for fully benefit-responsive investment contracts represents a reconciling item.

13

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN

NOTES TO FINANCIAL STATEMENTS
December 31, 2021 and 2011



Note 9.    Subsequent Events
On February 19, 2022 assets from the Sentinel Small Company Fund Class A were transferred to the Eagle Small Cap Growth Fund Class R-5. Both funds focus on growth of capital and invest at least 80 percent of net assets in small-capitalization companies. Plan participants were notified of this change in December 2012.

In February 2013, the Company sold its subsidiary in Orange County, California; as a result, the Orange County Union and nonunion members (representing approximately fifty employees) ceased to be eligible to participate in the Plan.

14

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN
 
Schedule H; Line 4i - Schedule of Assets (Held At End Of Year)
EIN: 75-2516853

Plan Number: 001
 
As of December 31, 2021


 
 
 
 
(c)
 
 
 
 
 
(b)
 
Description of investment including
 
 
(e)
 
 
Identity of issuer, borrower,
 
maturity date, rate of interest, collateral,
 
 
Current
(a)
 
lessor, or similar party
 
par or maturity value
 
 
Value
*
 
Vanguard Fiduciary Trust Company
 
Vanguard PRIMECAP Fund - 540,106 shares
 
$
37,531,942

*
 
Vanguard Fiduciary Trust Company
 
Vanguard 500 Index Fund - 229,177 shares
 
 
30,106,969

*
 
Pioneer Natural Resources Company
 
Pioneer Natural Resources Stock Fund - 779,817 units
 
 
29,687,636

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Retirement Savings Trust V - 20,806,474 shares
 
 
21,909,217

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Windsor II Fund - 713,502 shares
 
 
20,962,676

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Total Bond Market Index Fund - 1,560,475 share
 
 
17,305,672

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Prime Money Market Fund -
16,213,732 shares
 
 
16,213,732

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Intermediate-Term Treasury Fund -
1,083,482 shares
 
 
12,676,742

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2025 Fund -
792,641 shares
 
 
10,771,988

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Wellington Fund - 317,447 shares
 
 
10,742,421

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Total International Stock Index Fund - 711,741 shares
 
 
10,661,877

*
 
Loans to participants
 
Interest rates range from 4.25% to 8.75% with various maturities
 
 
10,600,968

 
 
Fayez Sarofim & Co.
 
Sarofim Equity Fund - 121,453 shares
 
 
9,724,757

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Total Stock Market Index Fund -
265,996 shares
 
 
9,480,085

 
 
American Funds
 
American Funds Euro Pacific Growth Fund -
229,026 shares
 
 
9,270,964

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2020 Fund -
360,328 shares
 
 
8,586,607

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Inflation-Protected Securities
Fund - 590,322 shares
 
 
8,577,377

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2035 Fund -
574,188 shares
 
 
8,090,303

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2015 Fund -
563,278 shares
 
 
7,536,662

 
 
Sentinel Group Funds, Inc.
 
Sentinel Small Company Fund - 1,109,574 shares
 
 
7,123,463

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2045 Fund -
469,648 shares
 
 
6,833,377

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2030 Fund - 289,928 shares
 
 
6,778,521

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2040 Fund - 263,255 shares
 
 
6,102,253

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2050 Fund - 189,094 shares
 
 
4,366,179

 
 
Franklin Templeton Investments
 
Templeton Global Bond Fund - 298,347 shares
 
 
3,991,889

 
 
PIMCO
 
PIMCO Total Return Fund - 312,738 shares
 
 
3,515,171

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Extended Market Index Fund -
70,841 shares
 
 
3,249,494


15

PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN
 
Schedule H; Line 4i - Schedule of Assets (Held At End Of Year)
EIN: 75-2516853

Plan Number: 001
 
As of December 31, 2021

 
 
Loomis Sayles
 
Loomis Sayles Bond Fund - 207,282 shares
 
 
3,134,098

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement Income Fund - 242,862 shares
 
 
2,960,490

 
 
OppenheimerFunds Inc.
 
Oppenheimer Developing Markets Fund -
78,378 shares
 
 
2,733,811

 
 
T. Rowe Price
 
T. Rowe Price Mid-Cap Growth Fund - 47,566 shares
 
 
2,686,078

 
 
JP Morgan
 
JP Morgan Small Cap Equity Fund - 58,998 shares
 
 
2,263,159

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2010 Fund -
91,931 shares
 
 
2,218,291

 
 
Invesco
 
Invesco Real Estate Fund Institutional Class - 73,663 shares
 
 
1,798,118

 
 
Prudential Jennison
 
Prudential Jennison Natural Resources Fund - 26,818 shares
 
 
1,209,229

 
 
Columbia Acorn Funds
 
Columbia Acorn International Fund - 26,477 shares
 
 
1,081,333

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2055 Fund - 42,272 shares
 
 
1,048,341

 
 
Artisan Funds
 
Artisan Mid Cap Value Fund - 49,386 shares
 
 
1,026,732

 
 
Royce
 
Royce Premier Fund - 48,776 shares
 
 
921,376

 
 
Royce
 
Royce Total Return Fund - 18,737 shares
 
 
253,882

 
 
Contributions receivable
 
 
 
 
125,215

*
 
Vanguard Fiduciary Trust Company
 
Vanguard Target Retirement 2060 Fund -
654 shares
 
 
14,269

 
 
 
 
 
 
$
355,873,364


__________
*
Party-in-interest

Note: Column (d) is not applicable since all investments are participant directed.




16


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


PIONEER NATURAL RESOURCES USA, INC.
401(k) AND MATCHING PLAN



Date: June 24, 2022
By:
/s/ Richard P. Dealy
 
 
Richard P. Dealy
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee

Date: June 24, 2022
By:
/s/ Teresa A. Fairbrook
 
 
Teresa A. Fairbrook
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee

Date: June 24, 2022
By:
/s/ Mark H. Kleinman
 
 
Mark H. Kleinman
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee

Date: June 24, 2022
By:
/s/ W. Paul McDonald
 
 
W. Paul McDonald
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee

Date: June 24, 2022
By:
/s/ Chris M. Paulsen
 
 
Chris M. Paulsen
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee

Date: June 24, 2022
By:
/s/ Larry N. Paulsen
 
 
Larry N. Paulsen
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee


17


Date: June 24, 2022
By:
/s/ Kerry D. Scott
 
 
Kerry D. Scott
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee
 
 
 
Date: June 24, 2022
By:
/s/ Susan A. Spratlen
 
 
Susan A. Spratlen
 
 
Member of Pioneer Natural Resources USA, Inc.
401(k) and Matching Plan Committee


18


INDEX TO EXHIBITS



Exhibit
Number
 
 
Description
 
 
Page
 
 
 
 
 
23.1 (a)
 
Consent of Independent Registered Public Accounting Firm
 
20
 
 
 
 
 
_____________
(a) Filed herewith.


19
2012 11-K Exhibit PXD


EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
 
(1)
Registration Statement (Form S-8 No. 333-39249) pertaining to the Pioneer Natural Resources USA, Inc. Profit Sharing 401(k) Plan, and
 
(2)
Registration Statement (Form S-8 No. 333-178671) pertaining to the Pioneer Natural Resources USA, Inc. Profit Sharing 401(k) Plan, the Pioneer Natural Resources Company 2006 Long-Term Incentive Plan and the Pioneer Natural Resources Company Executive Deferred Compensation Plan;

of our report dated June 24, 2013, with respect to the financial statements and schedule of the Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2012.

Ernst & Young LLP

Fort Worth, Texas
June 24, 2013


22

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