UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission File Number: 1-13245
PIONEER NATURAL RESOURCES COMPANY
(Exact name of Registrant as specified in its charter)
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Delaware
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75-2702753
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5205 N. O'Connor Blvd., Suite 200, Irving, Texas
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75039
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(Address of principal executive offices)
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(Zip Code)
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(972) 444-9001
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(Registrant's telephone number, including area code)
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Not applicable
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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ý
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Accelerated filer
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o
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| Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
Number of shares of Common Stock outstanding as of May 2, 2011........................................................................................................................ 116,755,591
PIONEER NATURAL RESOURCES COMPANY
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Explanatory Note
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Pioneer Natural Resources Company (the "Company") is filing this Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2022 solely to file an updated Exhibit 12.1 "Computation of Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends" to make certain corrections to the definitions of earnings, the presentations and footnote disclosure of the excess of fixed charges over earnings for the three months ended March 31, 2022 and the year ended December 31, 2009, and the ratios of 2006. This amendment does not otherwise change or update the disclosures set forth in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2022 as originally filed and does not otherwise reflect events occurring after the original filing of the report.
Item 6. Exhibits
Exhibits
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Exhibit
Number
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Description
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10.1
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—
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Second Amended and Restated 5-Year Revolving Credit Agreement dated as of March 31, 2011, among the Company, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 1-13245, filed with the SEC on April 5, 2022).
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12.1
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(a)
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—
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Computation of Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends.
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31.1
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(a)
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—
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Chief Executive Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
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31.2
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(a)
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—
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Chief Financial Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
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32.1
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—
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Chief Executive Officer certification under Section 906 of Sarbanes-Oxley Act of 2002 (previously furnished as Exhibit 32.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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32.2
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—
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Chief Financial Officer certification under Section 906 of Sarbanes-Oxley Act of 2002 (previously furnished as Exhibit 32.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.INS
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—
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XBRL Instance Document (previously furnished as Exhibit 101.INS to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.SCH
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—
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XBRL Taxonomy Extension Schema (previously furnished as Exhibit 101.SCH to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.CAL
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—
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XBRL Taxonomy Extension Calculation Linkbase Document (previously furnished as Exhibit 101.CAL to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.DEF
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—
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XBRL Taxonomy Extension Definition Linkbase Document (previously furnished as Exhibit 101.DEF to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.LAB
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—
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XBRL Taxonomy Extension Label Linkbase Document (previously furnished as Exhibit 101.LAB to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.PRE
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—
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XBRL Taxonomy Extension Presentation Linkbase Document (previously furnished as Exhibit 101.PRE to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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_____________
(a) Filed herewith.
PIONEER NATURAL RESOURCES COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
| PIONEER NATURAL RESOURCES COMPANY | ||
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Date: May 19, 2011
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By:
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/s/ Richard P. Dealy
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Richard P. Dealy
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Executive Vice President and Chief
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Financial Officer
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Date: May 19, 2011
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By:
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/s/ Frank W. Hall
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Frank W. Hall
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Vice President and Chief
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Accounting Officer
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PIONEER NATURAL RESOURCES COMPANY
Exhibit Index
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Exhibit
Number
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Description
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10.1
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—
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Second Amended and Restated 5-Year Revolving Credit Agreement dated as of March 31, 2011, among the Company, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 1-13245, filed with the SEC on April 5, 2022).
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12.1
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(a)
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—
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Computation of Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends.
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31.1
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(a)
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—
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Chief Executive Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
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31.2
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(a)
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—
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Chief Financial Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
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32.1
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—
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Chief Executive Officer certification under Section 906 of Sarbanes-Oxley Act of 2002 (previously furnished as Exhibit 32.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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32.2
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—
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Chief Financial Officer certification under Section 906 of Sarbanes-Oxley Act of 2002 (previously furnished as Exhibit 32.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.INS
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—
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XBRL Instance Document (previously furnished as Exhibit 101.INS to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.SCH
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—
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XBRL Taxonomy Extension Schema (previously furnished as Exhibit 101.SCH to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.CAL
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—
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XBRL Taxonomy Extension Calculation Linkbase Document (previously furnished as Exhibit 101.CAL to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.DEF
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—
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XBRL Taxonomy Extension Definition Linkbase Document (previously furnished as Exhibit 101.DEF to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.LAB
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—
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XBRL Taxonomy Extension Label Linkbase Document (previously furnished as Exhibit 101.LAB to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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101.PRE
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—
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XBRL Taxonomy Extension Presentation Linkbase Document (previously furnished as Exhibit 101.PRE to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 1-13245).
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_____________
(a) Filed herewith.
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EXHIBIT 12.1
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the Company's ratios of consolidated earnings to fixed charges and earnings to fixed charges and preferred stock dividends for the periods presented:
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Three Months
Ended March 31,
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Year Ended December 31,
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2011
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2010
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2009
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2008
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2007
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2006
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Ratio of earnings to fixed charges (a)
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(b)
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4.67
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(b)
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2.38
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2.39
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2.78
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Ratio of earnings to fixed charges and preferred
stock dividends (c) |
(b)
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4.67
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(b)
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2.38
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2.39
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2.78
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__________
(a) The ratio has been computed by dividing earnings by fixed charges. For purposes of computing the ratio:
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·
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earnings consist of income from continuing operations before income taxes, cumulative effect of change in accounting principle, adjustments for net income or loss attributable to noncontrolling interests and the Company's share of investee's income or loss accounted for under the equity method, and adjustment for capitalized interest, plus fixed charges and the Company's share of distributed income from investees accounted for under the equity method; and
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·
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fixed charges consist of interest expense, capitalized interest and the portion of rental expense deemed to be representative of the interest component of rental expense.
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(b)
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The ratios indicate a less than one-to-one coverage because the earnings are inadequate to cover the fixed charges (i) during the three months ended March 31, 2022 by $116.8 million and (ii) for the year ended December 31, 2021 by $266.9 million.
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(c)
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The ratio has been computed by dividing earnings by fixed charges and preferred stock dividends. For purposes of computing the ratio:
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·
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earnings consist of income from continuing operations before income taxes, cumulative effect of change in accounting principle, adjustments for net income or loss attributable to noncontrolling interests and the Company's share of investee's income or loss accounted for under the equity method, and adjustment for capitalized interest, plus fixed charges and the Company's share of distributed income from investees accounted for under the equity method and preferred stock dividends, net of preferred stock dividends of a consolidated subsidiary; and
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·
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fixed charges and preferred stock dividends consist of interest expense, capitalized interest and the portion of rental expense deemed to be representative of the interest component of rental expense, preferred stock dividends of a consolidated subsidiary and preferred stock dividends.
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EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Scott D. Sheffield, certify that:
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1.
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I have reviewed this Amendment No. 1 to our quarterly report on Form 10-Q of Pioneer Natural Resources Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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May 19, 2022
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/s/ Scott D. Sheffield
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Scott D. Sheffield, Chairman and
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Chief Executive Officer
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EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Richard P. Dealy, certify that:
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1.
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I have reviewed this Amendment No. 1 to our quarterly report on Form 10-Q of Pioneer Natural Resources Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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May 19, 2022
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/s/ Richard P. Dealy
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Richard P. Dealy, Executive Vice President
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and Chief Financial Officer
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Data Provided by Refinitiv. Minimum 15 minutes delayed.