As filed with the Securities and Exchange Commission on June 25, 2001
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, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File No. 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) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive officer:
Pioneer Natural Resources Company
5205 North O'Connor Blvd., Suite 1400
Irving, Texas 75039
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
Financial Statements and Supplemental Schedule
As of December 31, 2000 and 1999 and for the year ended December 31, 2000
With Report of Independent Auditor
2
PIONEER NATURAL RESOURCES USA, INC. 401(k) PLAN
AS OF DECEMBER 31, 2000 AND 1999 AND
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
Table of Contents
Page
Report of Independent Auditor..................................... 4
Statements of Net Assets Available for Benefits as of
December 31, 2000 and 1999..................................... 5
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2000........................... 6
Notes to Financial Statements..................................... 7
Schedule H; Line 4i - Schedule of Assets (Held At End of Year)
as of December 31, 2000........................................ 11
Signatures........................................................ 12
Index to Exhibits................................................. 13
3
Report of Independent Auditor
To the Participants and the Plan Administrator
of Pioneer Natural Resources USA, Inc.
401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of Pioneer Natural Resources USA, Inc. 401(k) Plan as of December 31, 2000 and
1999, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2000. 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 auditing standards generally accepted
in the 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as 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 Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed 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, 2000, is presented for the purpose 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule 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 25, 2001
4
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
Statements of Net Assets Available for Benefits
December 31,
--------------------------
2000 1999
----------- -----------
Investments at fair value:
Vanguard Primecap Fund........................ $21,148,244 $17,456,153
Vanguard Prime Money Market Fund.............. 12,394,091 13,079,816
Vanguard 500 Index Fund....................... 9,400,834 8,798,844
Vanguard Windsor II Fund...................... 6,525,824 6,327,893
Vanguard - ST Corporate Fund.................. 3,112,481 3,468,610
Vanguard International Growth Fund............ 1,028,195 773,868
Vanguard Total Bond Market Index Fund......... 220,638 -
Vanguard Asset Allocation Fund................ 122,262 -
Sarofim Equity Fund........................... 12,688,210 19,943,740
Pioneer Natural Resources Stock Fund ......... 5,326,283 2,191,408
---------- ----------
71,967,062 72,040,332
Participants' loans............................. 1,220,876 1,359,021
---------- ----------
Net assets available for benefits............. $73,187,938 $73,399,353
========== ==========
See accompanying notes to financial statements.
5
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2000
Additions to net assets attributed to:
Net investment income:
Interest and dividend income........................... $ 3,173,510
Net appreciation in fair value of investments.......... 1,844,074
-----------
5,017,584
Employee contributions.................................... 2,737,596
Rollovers................................................. 87,228
-----------
Total additions........................................ 7,842,408
-----------
Deductions from net assets attributed to:
Distributions to participants............................. 8,000,618
Fees...................................................... 53,205
-----------
Total deductions....................................... 8,053,823
-----------
Net decrease................................................ (211,415)
Net assets available for benefits:
Beginning of year......................................... 73,399,353
-----------
End of year............................................... $ 73,187,938
============
See accompanying notes to financial statements.
6
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
Note 1. Description of Plan
The following brief description of the Pioneer Natural Resources USA,
Inc. 401(k) Plan (the "Plan") provides only general information. Participants
should refer to the Summary Plan Description for a complete description of the
Plan, a copy of which is available to each participant from the Pioneer Natural
Resources USA, Inc. 401(k) Plan Committee (the "Plan Administrator"). The Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
General
The Plan is a defined contribution plan established under the Internal
Revenue Code (the "Code") Section 401 on January 1, 1990 covering all employees
of Pioneer Natural Resources USA, Inc. (the "Employer"), a wholly-owned
subsidiary of Pioneer Natural Resources Company (the "Company"). Regular
full-time employees and part-time employees are eligible to participate on the
first day of the month following their date of hire.
Contributions
Participants may contribute an amount of not less than two percent nor
more than 12 percent of their annual salary. An Employer match is contributed in
cash to the Pioneer Natural Resources USA, Inc. Matching Plan ("Matching Plan")
at an amount equal to 200 percent of the first five percent of basic
compensation contributed by a participant to the Plan.
Participant Accounts
Each participant's account is credited with the participant's
contributions and an allocation of Plan earnings. Plan earnings are allocated to
each participant's account by fund in proportion to their fund balance relative
to the total fund balance.
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum of $50,000, or 50 percent of their account's vested balances, whichever
amount is less. The loans are secured by the balance in the participant's
account. Participant loans bear interest at an annual rate equal to the prime
borrowing rate at the inception of the loan plus one percent. Loan principal and
interest is paid ratably through payroll deductions.
Investment Options
Participants were able to allocate their contributions among the
following investment options during the Plan year ended December 31, 2000:
o Vanguard Prime Money Market Fund - Seeks to provide high income
and a stable share price of $1 by investing in short-term, high
quality money market instruments issued by financial institutions,
non-financial corporations, the United States government and
United States federal agencies.
o Vanguard - ST Corporate Fund - Seeks to provide a high level of
current income by investing in short-term, investment-grade
corporate bonds with average maturities of two to three years.
7
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
Note 1. Description of Plan (continued)
o Vanguard 500 Index Fund - Seeks to provide long-term growth of
capital and income from dividends by holding all of the 500 stocks
that make up the unmanaged Standard & Poor's 500 Composite Stock
Price Index, a widely recognized benchmark of United States stock
market performance.
o Vanguard Primecap Fund - Seeks long-term growth of capital by
investing in stocks of companies with above-average prospects for
continued earnings growth, strong industry positions and skilled
management teams.
o Vanguard Windsor II Fund - Seeks to provide long-term growth of
capital and a reasonable level of income from dividends by
investing in a diversified group of undervalued or out-of-favor
stocks of large capitalization companies. The stocks generally
sell at prices below the overall market average compared to their
dividend income and future return potential.
o Vanguard International Growth Fund - Seeks to provide long-term
growth of capital by investing in stocks of companies based
outside the United States. Stocks are selected from more than 15
countries.
o Vanguard Asset Allocation Fund - Seeks to maximize total return by
investing in common stocks, bonds and money market instruments.
o Vanguard Total Bond Market Index Fund - Seeks to generate a high
level of interest income by investing in high-credit quality,
corporate and treasury securities.
o Sarofim Equity Fund - Seeks to provide high growth of capital by
investing in a broadly diversified portfolio of large companies.
Income is a secondary goal.
o Pioneer Natural Resources Stock Fund - The Pioneer Natural
Resources Stock Fund is designed to provide long-term growth of
capital through increases in the value of the common stock of the
Company. Dividends, if any, are reinvested to purchase more
shares.
Vesting
As is described in more detail in "Contributions" above, participants'
contributions and Plan earnings are maintained in the Plan. Employer
contributions are maintained in the Matching Plan, together with the earnings of
the Matching Plan.
Participants are immediately vested in their voluntary contributions
currently being made into the Plan, plus the actual Plan earnings thereon.
Certain participant account balances that were merged into the Plan from
predecessor plans retained the vesting schedules provided for in the predecessor
plans' documents. Vesting in the Matching Plan is based upon years of continuous
service. A participant is fully vested in the Matching Plan after four years of
service.
8
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
Note 1. Description of Plan (continued)
Payments of Benefits
If the total value of the vested portion of the participant's account is
$5,000 or less, payment will be made in one lump sum as soon as administratively
possible. If the total value of the vested portion of the participant's account
exceeds $5,000, payment will occur at age 70-1/2 unless the participant
terminates, retires or becomes disabled prior to age 70-1/2 and consents to an
earlier distribution date by filing a written request to the Plan Administrator
within 90 days prior to the date the participant wishes to receive a
distribution. Except for participant accounts that have a total vested value of
$5,000 or less, distributions to terminated, retired or disabled participants
will be annuities, but may be installments or lump sum payments if so directed
by the participant. A participant's beneficiary will receive the participant's
account balance in the event of a participant's death.
Withdrawal of Benefits
Employees may withdraw their vested assets in the Plan under certain
hardship conditions as defined in the Plan agreement. Terminated participants
may also withdraw their vested assets in the Plan.
Plan Termination
Although it has not expressed any intent to do so, the Employer has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of the
Plan's termination, participants will become fully vested in their accounts.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally accepted
in the United States. Benefit payments made to participants are recorded upon
distribution.
Investment Valuation
Investments are valued at fair value as determined by Vanguard Fiduciary
Trust Company (the "Trustee"). Fair value is determined as follows:
1) Investments in securities traded on national securities exchanges
are valued at the last reported sales price on the last business day
of the year.
2) Investments in money market funds are valued at cost, which
approximates fair value.
3) Participant loans receivable are valued at their unpaid principal
balance, which approximates fair value.
4) Investments in the Vanguard Prime Money Market Fund are valued at
cost, which approximates fair value.
9
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2000 and 1999
Note 2. Summary of Significant Accounting Policies (continued)
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. Income from other investments is recorded as
earned on an accrual basis.
Note 3. Investments
During 2000, the Plan's investments (including investments bought, sold
and held during the year) appreciated (depreciated) in fair value as follows:
Pioneer Natural Resources Stock Fund $ 2,966,444
Registered Investment Companies ( 1,122,370)
-----------
$ 1,844,074
===========
Note 4. Administrative Expenses
Administrative expenses paid by the Plan were $53,205 during the year
ended December 31, 2000. The Employer may pay certain expenses incurred in the
establishment and 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 earnings or account forfeitures. In addition
to administrative expenses paid by the Plan, Plan administrative expenses of
$50,545 and $5,435 were paid from account forfeitures and the Employer,
respectively, during 2000. Account forfeiture balances in the Plan were $74,024
and $115,052 as of December 31, 2000 and 1999, respectively.
Note 5. Tax Status of the Plan
The Plan received a determination letter from the Internal Revenue
Service dated January 14, 1999, stating that the Plan is qualified under Section
401(a) of the Code and, therefore, the related trust is exempt from taxation.
The Plan is required to operate in conformity with the Code to maintain its
qualification. The Plan Administrator believes the Plan is being operated in
compliance with the applicable requirements of the Code and, therefore, believes
that the Plan is qualified and the related trust is tax exempt.
Note 6. Related Party Transactions
Certain Plan investments are shares of registered investment companies
managed by Vanguard Fiduciary Trust Company. Vanguard Fiduciary Trust Company is
the Trustee as defined by the Plan and, therefore, these transactions qualify as
party-in-interest.
10
PIONEER NATURAL RESOURCES USA, INC.
401(k) PLAN
Schedule H; Line 4i - Schedule of Assets (Held At End of Year)
EIN: 75-2516853
Plan Number: 001
As of December 31, 2000
(c)
Description of
(b) investment including
Identity of issuer, maturity date, rate of (e)
borrower, lessor, interest, collateral, par Current
(a) or similar party or maturity value Value
----- -------------------------------- --------------------------------------- -----------
* Vanguard Fiduciary Trust Company Vanguard Primecap Fund -
350,252 shares $21,148,244
* Vanguard Fiduciary Trust Company Vanguard Prime Money Market Fund -
12,394,091 shares 12,394,091
* Vanguard Fiduciary Trust Company Vanguard 500 Index Fund -
77,145 shares 9,400,834
* Vanguard Fiduciary Trust Company Vanguard Windsor II Fund -
239,920 shares 6,525,824
* Vanguard Fiduciary Trust Company Vanguard - ST Corporate Fund -
292,252 shares 3,112,481
* Vanguard Fiduciary Trust Company Vanguard International Growth
Fund - 54,488 shares 1,028,195
* Vanguard Fiduciary Trust Company Vanguard Total Bond Market Index -
22,152 shares 220,638
* Vanguard Fiduciary Trust Company Vanguard Asset Allocation Fund -
5,165 shares 122,262
Fayez Sarofim & Co. Sarofim Equity Fund - 234,013 shares 12,688,210
* Pioneer Natural Resources Company Pioneer Natural Resources Stock Fund -
751,239 units 5,326,283
* Participants' loans Interest rates range from 8.75% to 10.5% 1,220,876
----------
$73,187,938
==========
---------------------------
*Party in-interest
Note: Column (d) is not applicable since all investments are participant
directed.
11
PIONEER NATURAL RESOURCES USA, INC. 401(k) PLAN
S I G N A T U R E S
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 thereto duly authorized.
PIONEER NATURAL RESOURCES USA, INC. 401(k) PLAN
By: Pioneer Natural Resources USA, Inc.
401(k) Plan Committee
Date: June 25, 2001 By: /s/ Larry N. Paulsen
-------------------------------
Larry N. Paulsen
Chairman
Date: June 25, 2001 By: /s/ Rich Dealy
-------------------------------
Rich Dealy
Date: June 25, 2001 By: /s/ John V. Peters
-------------------------------
John V. Peters
Date: June 25, 2001 By: /s/ Kevin Schepel
-------------------------------
Kevin Schepel
Date: June 25, 2001 By: /s/ David W. Simpson
-------------------------------
David W. Simpson
12
INDEX TO EXHIBITS
Exhibit
Number Description Page
------- ----------- ----
23.1 Consent of Ernst & Young LLP 14
13
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-39249) pertaining to the Pioneer Natural Resources USA, Inc. 401(k)
Plan of our report dated June 25, 2001, with respect to the financial statements
and schedule of the Pioneer Natural Resources USA, Inc. 401(k) Plan included in
this Annual Report on Form 11-K as of December 31, 2000 and 1999 and for the
year ended December 31, 2000.
Ernst & Young LLP
Fort Worth, Texas
June 25, 2001
14