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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004

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)
     
          Delaware                       75-2702753          
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
          5205 N. O’Connor Blvd., Suite 900, Irving, Texas                       75039          
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (972) 444-9001

Securities registered pursuant to Section 12(b) of the Act:

     
    Name of each exchange
Title of each class   on which registered
 
   
Common Stock
  New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

         
Aggregate market value of the voting common equity held by non-affiliates of the Registrant computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter
  $ 4,174,193,054  
 
       
Number of shares of Common Stock outstanding as of February 17, 2005
    143,669,263  

Documents Incorporated by Reference:

(1)   Proxy Statement for Annual Meeting of Shareholders to be held May 11, 2005 — Referenced in Part III of this report.
 
 

 


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EXPLANATORY NOTE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
SIGNATURE
EXHIBIT INDEX
Amendment to Restated Bylaws
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906


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EXPLANATORY NOTE

     Pioneer Natural Resources Company (the “Company”) is filing this Form 10-K/A Amendment No. 1 to its annual report on Form 10-K for the year ended December 31, 2004 (the “Form”) to change references on the cover page of the Form and within Part III, Items 10, 11, 12, 13 and 14 of the Form to read that the Company’s Annual Meeting of Shareholders will be held on May 11, 2005.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     See “Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities” for information regarding the Company’s equity compensation plans. The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 201(d) of Regulation S-K in response to this item is provided in “Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities”. The information required by Item 403 of Regulation S-K in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information required in response to this item is set forth in the Company’s definitive proxy statement for the annual meeting of stockholders to be held on May 11, 2005 and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(b) Exhibits

     An “Exhibit Index” has been filed as part of this report beginning on page 4 hereof and is incorporated herein by reference.

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SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

         
  PIONEER NATURAL RESOURCES COMPANY
 
 
 
 
Date: March 10, 2005  By:   /s/ Darin G. Holderness    
    Darin G. Holderness, Vice President and   
       Chief Accounting Officer   

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EXHIBIT INDEX

Pioneer Natural Resources Company Form 10-K/A
For the Year Ended December 31, 2004

         
3.3(a)
  -   Amendment No. 1 to Restated Bylaws of the Company.
31.1(a)
  -   Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(a)
  -   Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(b)
  -   Chief Executive Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(b)
  -   Chief Financial Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.


(a)   Filed herewith.
 
(b)   Furnished herewith.

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EXHIBIT 3.3

AMENDMENT NUMBER 1
TO THE
RESTATED BYLAWS
OF
PIONEER NATURAL RESOURCES COMPANY

     The last three sentences of Article 3.2 of the Bylaws of Pioneer Natural Resources Company (the “Corporation”) are hereby amended to read in their entirety as follows:

Upon reaching the age of 75 years, persons will become ineligible to serve as directors of the Corporation. Accordingly, the term of office of any person reaching that age while serving as a director of the Corporation shall immediately terminate and shall be filled as provided in Section 3.5. In addition, any person who has reached the age of 75 years (or would reach that age during the first year of the term of the class of directors for which such person is nominated) is ineligible for election as a director of the Corporation.

     The undersigned, the Assistant Secretary of the Corporation, hereby certifies that the foregoing Amendment Number 1 to Restated Bylaws of the Corporation was duly adopted by the Board of Directors of the Corporation on November 21, 2002.

         
     
  /s/ Larry N. Paulsen    
  Larry N. Paulsen, Assistant Secretary   
     
 

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EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

       I, Scott D. Sheffield, certify that:

  1.   I have reviewed this annual report on Form 10-K, as amended, of Pioneer Natural Resources Company;
 
  2.   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;
 
  3.   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;
 
  4.   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:

  (a)   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;
 
  (b)   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;
 
  (c)   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
 
  (d)   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

  5.   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):

  (a)   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
 
  (b)   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.
         
     
March 10, 2005  /s/ Scott D. Sheffield    
  Scott D. Sheffield, Chairman and
Chief Executive Officer 
 
 

exv31w2
 

EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Richard P. Dealy, certify that:

1.   I have reviewed this annual report on Form 10-K, as amended, of Pioneer Natural Resources Company;

2.   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;

3.   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;

4.   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:

  (a)   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;

  (b)   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;

  (c)   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

  (d)   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

5.   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):

  (a)   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

  (b)   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.

March 10, 2005

         
     
  /s/ Richard P. Dealy    
  Richard P. Dealy, Executive Vice President   
  and Chief Financial Officer   
 

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EXHIBIT 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
OF PIONEER NATURAL RESOURCES COMPANY
PURSUANT TO 18 U.S.C. § 1350

     I, Scott D. Sheffield, Chairman and Chief Executive Officer of Pioneer Natural Resources Company (the “Company”), hereby certify that the accompanying report on Form 10-K for the year ended December 31, 2004, as amended, and filed with the Securities and Exchange Commission on the date hereof pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Report”) by the Company fully complies with the requirements of that section.

     I further certify that the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.

             
      /s/ Scott D. Sheffield    
           
  Name:   Scott D. Sheffield, Chairman and    
      Chief Executive Officer    
  Date:   March 10, 2005    

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EXHIBIT 32.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF PIONEER NATURAL RESOURCES COMPANY
PURSUANT TO 18 U.S.C. § 1350

     I, Richard P. Dealy, Executive Vice President and Chief Financial Officer of Pioneer Natural Resources Company (the “Company”), hereby certify that the accompanying report on Form 10-K for the year ended December 31, 2004, as amended, and filed with the Securities and Exchange Commission on the date hereof pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Report”) by the Company fully complies with the requirements of that section.

     I further certify that the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.

             
      /s/ Richard P. Dealy    
           
  Name:   Richard P. Dealy, Executive Vice    
      President and Chief Financial Officer    
  Date:   March 10, 2005    

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