As filed with the Securities and Exchange Commission on June 26, 1998
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, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 333-39153
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT 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 Boulevard
1400 Williams Square West
Irving, Texas 75039
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
Financial Statements
for the period August 8, 1997 (date of inception)
through December 31, 1997
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
To the Participants and Administrator of
the Pioneer Natural Resources Company
Deferred Compensation Retirement Plan:
We have audited the accompanying statement of net assets available for benefits
of Pioneer Natural Resources Company Deferred Compensation Retirement Plan (the
"Plan") as of December 31, 1997, and the related statement of changes in net
assets available for benefits for the period from August 8, 1997 (date of
inception) through December 31, 1997. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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 as of
December 31, 1997, and the changes in net assets available for benefits for the
period from August 8, 1997 (date of inception) through December 31, 1997 in
conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the changes in net assets available
for plan benefits of each fund. The Fund Information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Midland, Texas
June 12, 1998
3
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
Statement of Net Assets Available for Benefits
December 31, 1997
ASSETS
Investments at fair value (Note 2):
Vanguard Money Market Reserves - Prime Portfolio - 44,505
shares (cost approximates fair value) $ 44,505
Mutual Funds:
Vanguard Bond Index Fund - Total Bond Market Portfolio -
109 shares (cost $1,091) 1,097
Vanguard Explorer Fund - 378 shares (cost $22,858) 20,920
Vanguard Fixed Income Fund - HY Corporate Portfolio - 3,010
shares (cost $24,284) 24,323
Vanguard Fixed Income Fund - LT Corporate Portfolio - 293
shares (cost $2,697) 2,713
Vanguard Fixed Income Fund - ST Corporate Portfolio - 455
shares (cost $4,904) 4,913
Vanguard Index Trust - 500 Portfolio - 769 shares
(cost $70,155) 69,257
Vanguard Index Trust - Extended Market Portfolio - 232 shares
(cost $7,492) 7,148
Vanguard Index Trust - Small Cap Stock Portfolio - 957 shares
(cost $23,705) 22,722
Vanguard Index Trust - Total Stock Market Portfolio - 947
shares (cost $21,801) 21,446
Vanguard International Equity Index Fund - Emerging Markets
Portfolio - 3,121 shares (cost $31,970) 31,175
Vanguard International Equity Index Fund - European
Portfolio - 308 shares (cost $6,285) 6,209
Vanguard International Equity Index Fund - Pacific Portfolio -
1,387 shares (cost $11,174) 10,704
Vanguard International Growth Portfolio - 1,977 shares
(cost $33,795) 32,407
Vanguard U.S. Growth Portfolio - 2,765 shares (cost $81,795) 79,353
Vanguard/PRIMECAP Fund - 1,218 shares (cost $50,139) 48,210
Vanguard/Wellesley Income Fund - 242 shares (cost $5,538) 5,286
Vanguard/Wellington Fund - 2,668 shares (cost $82,047) 78,561
Vanguard/Windsor II - 2,762 shares (cost $83,935) 79,062
--------
Net assets available for benefits $ 590,011
========
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
Statement of Changes in Net Assets
Available for Benefits For the Period August 8, 1997
(date of inception) through December 31, 1997
Mutual Funds
---------------------------------------------------------
Vanguard Vanguard Vanguard Vanguard Vanguard
Money Bond Fixed Fixed Fixed
Market Index Fund- Income Income Income
Reserves- Total Bond Vanguard Fund-HY Fund-LT Fund-ST
Prime Market Explorer Corporate Corporate Corporate
Portfolio Portfolio Fund Portfolio Portfolio Portfolio
--------- --------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Dividend income $ 112 $ 3 $ 1,819 $ 103 $ 27 $ 15
Employer contributions 12,690 544 9,457 11,187 1,335 2,444
Employee contributions 30,109 544 11,583 12,994 1,335 2,445
Net appreciation (depreciation)
in fair value of investments - 6 (1,939) 39 16 9
-------- -------- ------- -------- -------- --------
Total additions 42,911 1,097 20,920 24,323 2,713 4,913
-------- -------- ------- -------- -------- --------
Deductions from net assets - - - - - -
-------- -------- ------- -------- -------- --------
Net increase prior to interfund
transfers 42,911 1,097 20,920 24,323 2,713 4,913
Interfund transfers 1,594 - - - - -
-------- -------- ------- -------- -------- --------
Net increase 44,505 1,097 20,920 24,323 2,713 4,913
Net assets available for plan benefits:
Beginning of period - - - - - -
-------- -------- ------- -------- -------- --------
End of year $ 44,505 $ 1,097 $ 20,920 $ 24,323 $ 2,713 $ 4,913
======== ======== ======= ======== ======== ========
See accompanying notes to financial statements.
continued
5a
</TABLE>
<PAGE>
<TABLE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
Statement of Changes in Net Assets
Available for Benefits For the Period August 8, 1997
(date of inception) through December 31, 1997 (continued)
Mutual Funds
---------------------------------------------
Vanguard Vanguard
Vanguard Index Vanguard Index
Index Trust- Index Trust-Total
Trust- Extended Trust-Small Stock
500 Market Cap Stock Market
Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Dividend income $ 697 $ 362 $ 1,053 $ 304
Employer contributions 34,495 2,660 9,682 10,777
Employee contributions 34,963 4,489 13,084 12,351
Net appreciation (depreciation)
in fair value of investments (898) (345) (983) (392)
-------- ------- -------- --------
Total additions 69,257 7,166 22,836 23,040
-------- ------- -------- --------
Deductions from net assets - 18 114 -
-------- ------- -------- --------
Net increase prior to interfund
transfers 69,257 7,148 22,722 23,040
Interfund transfers - - - (1,594)
-------- ------- -------- --------
Net increase 69,257 7,148 22,722 21,446
Net assets available for plan benefits:
Beginning of period - - - -
-------- ------- -------- --------
End of year $ 69,257 $ 7,148 $ 22,722 $ 21,446
======== ======= ======== ========
See accompanying notes to financial statements.
continued
5b
</TABLE>
<PAGE>
<TABLE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
Statement of Changes in Net Assets
Available for Benefits For the Period August 8, 1997 (date
of inception) through December 31, 1997 (continued)
Mutual Funds
----------------------------------------------------------------------
Vanguard
International Vanguard Vanguard
Equity International International
Index Fund- Equity Equity Vanguard Vanguard
Emerging Index Fund- Index Fund- International U.S.
Markets European Pacific Growth Growth
Portfolio Portfolio Portfolio Portfolio Portfolio
----------- ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Dividend income $ 615 $ 111 $ 108 $ 1,211 $ 2,699
Employer contributions 14,816 2,351 5,130 15,621 38,868
Employee contributions 16,856 3,854 5,992 16,963 40,228
Net appreciation
(depreciation) in fair
value of investments (795) (76) (470) (1,388) (2,442)
-------- --------- --------- ---------- --------
Total additions 31,492 6,240 10,760 32,407 79,353
-------- --------- --------- ---------- --------
Deductions from net assets 317 31 56 - -
-------- --------- --------- ---------- --------
Net increase prior to
interfund transfers 31,175 6,209 10,704 32,407 79,353
Interfund transfers - - - - -
-------- --------- --------- ---------- --------
Net increase 31,175 6,209 10,704 32,407 79,353
Net assets available for plan
benefits:
Beginning of period - - - - -
-------- --------- --------- ---------- --------
End of year $ 31,175 $ 6,209 $ 10,704 $ 32,407 $ 79,353
========= ========= ========= ========== ========
See accompanying notes to financial statements.
continued
6a
</TABLE>
<PAGE>
<TABLE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
Statement of Changes in Net Assets
Available for Benefits For the Period August 8, 1997 (date
of inception) through December 31, 1997 (continued)
Mutual Funds
----------------------------------------------
Vanguard/
Vanguard/ Wellesley Vanguard/ Vanguard/
PRIMECAP Income Wellington Windsor
Fund Fund Fund II Total
--------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Dividend income $ 1,383 $ 326 $ 3,644 $ 4,891 $ 19,483
Employer contributions 22,091 2,606 36,713 35,291 268,758
Employee contributions 26,665 2,606 41,690 43,753 322,504
Net appreciation
(depreciation) in fair
value of investments (1,929) (252) (3,486) (4,873) (20,198)
-------- -------- --------- -------- ---------
Total additions 48,210 5,286 78,561 79,062 590,547
-------- -------- --------- -------- ---------
Deductions from net assets - - - - 536
-------- -------- --------- -------- ---------
Net increase prior to
interfund transfers 48,210 5,286 78,561 79,062 590,011
Interfund transfers - - - - -
-------- -------- --------- -------- ---------
Net increase 48,210 5,286 78,561 79,062 590,011
Net assets available for plan
benefits:
Beginning of period - - - - -
-------- -------- --------- -------- ---------
End of year $ 48,210 $ 5,286 $ 78,561 $ 79,062 $ 590,011
======== ======== ========= ======== =========
See accompanying notes to financial statements.
6b
</TABLE>
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 1. Description of Plan
The following brief description of the provisions of the Pioneer Natural
Resources Company Deferred Compensation Retirement Plan ("the Plan") is provided
for general information purposes only. Eligible employees should refer to the
Plan document for more complete information. The Plan is not subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") (See
Note 6).
General
The Plan is a defined contribution plan available to eligible employees
of Pioneer Natural Resources Company ("the Employer"). An eligible employee is
any individual who is employed by the Employer and (i) is an officer or (ii) a
member of a select group of management or highly compensated employees who are
designated by the Compensation Committee of the Board of Directors (the "Plan
Administrator") from time to time as being eligible to participate in the Plan.
Certain administrative functions such as maintenance of account balances and
allocation of earnings are performed by the Vanguard Group.
Contributions
Participants may elect to contribute up to a maximum amount of 25% from
their pay and/or bonus. The Employer contributes to the Plan an amount equal to
100% of a participant's contribution not to exceed 8% of salary for a select
group of management or 10% of salary for officers. The Employer's contribution
amounted to $268,758 for the period from August 8, 1997 (date of inception)
through December 31, 1997.
Participant Accounts
Each participant's account is credited with the participant's
contributions, the Employer's matching contributions and an allocation of Plan
earnings. The net return on investments is allocated to each participant's
account in proportion to the account value of the participant's account relative
to the entire equity investment portfolio.
Investment Options
Participants may invest their account balance in any of, or a combination
of, 19 investment funds. Employer contributions are allocated on a pro rata
basis to the participant's selected fund(s).
7
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 1. Description of Plan (continued)
o Vanguard Money Market Reserves - Prime Portfolio (10 participants):
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, nonfinancial corporations, the U.S. government and federal
agencies.
o Vanguard Bond Index Fund - Total Bond Market Portfolio (1 participant):
Seeks to provide a high level of interest income by attempting to match
the performance of the unmanaged Lehman Brothers Aggregate Bond Index, a
widely recognized measure of the entire taxable U.S. bond market.
o Vanguard Explorer Fund (8 participants): Seeks to provide long-term
growth of capital by investing in a diversified group of small-company
stock with prospects for above-average growth.
o Vanguard Fixed Income Fund - HY Corporate Portfolio (13 participants):
Seeks to provide a high level of interest income by investing in
high-yield corporate bonds, or 'junk' bonds. These bonds pay higher
interest rates because they are considered to carry greater risk of
default than bonds with higher credit ratings.
o Vanguard Fixed Income Fund - LT Corporate Portfolio (1 participant):
Seeks to provide a high and sustainable level of interest income by
investing primarily in a diversified group of long-term bonds issued by
corporations with strong credit ratings.
o Vanguard Fixed Income Fund - ST Corporate Portfolio (2 participants):
Seeks to provide income while maintaining a high degree of stability of
principal by investing in short-term bonds, including high-quality
corporate and U.S. Treasury securities.
o Vanguard Index Trust - 500 Portfolio (27 participants): 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 U.S. stock
market performance.
o Vanguard Index Trust - Extended Market Portfolio (5 participants): Seeks
to provide long-term growth of capital by attempting to match the
performance of the Wilshire 4500 Equity Index, an unmanaged index made
up mostly of mid- and small-capitalization companies.
8
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 1. Description of Plan (continued)
o Vanguard Index Trust - Small Cap Stock Portfolio (15 participants):
Seeks to provide long-term growth of capital by investing in a sample
of stocks in the Russell 2000 Index, an unmanaged index of smaller
companies.
o Vanguard Index Trust - Total Stock Market Portfolio (8 participants):
Seeks to provide long-term growth of capital and income by attempting
to match the performance results of the Wilshire 5000 Equity Index, an
unmanaged index that covers all regularly traded U.S. stocks.
o Vanguard International Equity Index Fund - Emerging Markets Portfolio
(10 participants): Seeks to provide long-term growth of capital by
attempting to match the performance of the unmanaged Morgan Stanley
Capital International Select Emerging Markets Free Index, which is made
up of stocks from 16 emerging countries' markets as well as the more
developed
markets of Hong Kong and Singapore.
o Vanguard International Equity Index Fund - European Portfolio (7
participants): Seeks to provide long-term growth of capital by
attempting to match the investment results of the unmanaged Morgan
Stanley Capital International Europe Index, which is made up mostly of
stocks from 15 European countries.
.
o Vanguard International Equity Index Fund - Pacific Portfolio (6
participants): Seeks to provide long-term growth of capital by
attempting to match the performance of the unmanaged Morgan Stanley
Capital International Pacific Free Index, which is made up of stocks
from companies in Japan (a significant majority), Australia, New
Zealand, Malaysia and Singapore.
o Vanguard International Growth Portfolio (20 participants): Seeks to
provide long-term growth of capital by investing in stocks of
high-quality seasoned companies based outside the United States. Stocks
are selected from more than 15 countries.
o Vanguard U.S. Growth Portfolio (21 participants): Seeks to provide long-
term growth of capital by investing in large, high-quality, seasoned
U.S. companies with records of exceptional growth and above-average
prospects for future growth.
o Vanguard/PRIMECAP Fund (26 participants): 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.
9
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 1. Description of Plan (continued)
o Vanguard/Wellesley Income Fund (5 participants): Seeks to provide a high
level of income, long-term growth of income and moderate long-term
growth of capital by investing 60% to 65% of its assets in high-quality
long-term and intermediate-term bonds and the remainder in
dividend-paying stocks.
o Vanguard/Wellington Fund (22 participants): Seeks to provide income and
long-term growth of capital, without undue risk to capital, by investing
about 65% of its assets in stocks and the remaining 35% in bonds.
o Vanguard/Windsor II (32 participants): Seeks to provide long-term growth
of capital and income from dividends by investing in a diversified group
of 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.
Vesting
A member shall have a 100% vested interest in his general account and
matching contribution account at all times.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Trust Accounting
The Plan's assets are held with Vanguard Fiduciary Trust Company (the
"Trustee").
Investment Valuation
Investments are valued at fair value as determined by 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;
10
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 2. Summary of Significant Accounting Policies (continued)
2) Securities traded on over-the-counter markets and listed securities
for which no sales were reported on that date, if any, are valued at
the mean between the last reported bid and asked prices; and
3) Investments in restricted securities and other security investments,
if any, not having an established market are valued at fair value as
determined by the investment manager of the trust.
Payments of Benefits
The total value of the vested portion of the participant's account will
be paid in one lump sum as soon as administratively possible, or in annual
installment payments for a term of either five or ten years.
Withdrawal of Benefits
Employees may withdraw their vested interest in the Plan under certain
hardship conditions as defined in the Plan. Terminated participants may also
withdraw their vested interest in the Plan.
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.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make estimates
and assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the reported changes in net
assets available for benefits during the reporting periods. Actual results could
differ from those estimates.
11
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 3. Investments
Investments that represent 5% or more of the Plan's net assets are
separately identified:
December 31, 1997
-------------------
Shares Fair Value
------ ----------
Investments at fair value as determined by quoted
market price:
Vanguard Money Market Reserves - Prime Portfolio 44,505 $ 44,505
Mutual Funds:
Vanguard Index Trust - 500 Portfolio 769 69,257
Vanguard International Equity Index Fund -
Emerging Markets Portfolio 3,121 31,175
Vanguard International Growth Portfolio 1,977 32,407
Vanguard U.S. Growth Portfolio 2,765 79,353
Vanguard/PRIMECAP Fund 1,218 48,210
Vanguard/Wellington Fund 2,668 78,561
Vanguard/Windsor II 2,762 79,062
Other 127,481
---------
$ 590,011
=========
Note 4. 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 in the manner specified by the Plan Administrator, which may
include the payment of a single lump sum or cash payment in full satisfaction of
a participant's benefits.
Note 5. Administrative Expenses
The Employer may pay all expenses incurred in the establishment and
administration of the Plan, including expenses and fees of the Trustee, but it
shall not be obligated to do so, and any such expenses not so paid by the
Employer shall be paid from Plan earnings. The Employer paid approximately
$4,000 in administrative expenses relating to 1997.
Note 6. Tax Status of the Plan
On October 31, 1997, Pioneer Natural Resources Company filed notice with
the Pension and Welfare Benefits Administration, U.S. Department of Labor, for a
Top Hat Plan exemption from the ERISA reporting requirements. Pioneer maintains
this non-qualified retirement plan primarily for the purpose of providing
deferred compensation to a select group of highly compensated management
employees.
12
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
Note 7. Related Party Transactions
Certain Plan investments are shares of mutual funds 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.
13
<PAGE>
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
S I G N A T U R E S
The Plan, pursuant to the requirements of the Securities Exchange Act of 1934,
the trustee has duly caused this annual report to be signed on its behalf by the
undersigned thereto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
DEFERRED COMPENSATION RETIREMENT PLAN
By: Pioneer Natural Resources Company Deferred
Compensation Retirement Plan Committee
Date: June 26, 1998 By: /s/ Larry N. Paulsen
------------------------------
Larry N. Paulsen
Plan Administrator
Date: June 26, 1998 By: /s/ Ken Hersh
------------------------------
Ken Hersh
Date: June 26, 1998 By: /s/ Charles E. Ramsey, Jr.
------------------------------
Charles E. Ramsey, Jr.
Date: June 26, 1998 By: /s/ Phillip B. Smith
------------------------------
Phillip B. Smith
Date: June 26, 1998 By: /s/ Guy J. Turcotte
------------------------------
Guy J. Turcotte
14
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
23.1 Consent of KPMG Peat Marwick LLP
15
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Pioneer Natural Resources Company
Compensation Committee of the Board of Directors
We consent to incorporation by reference in the registration statement (No.
333-39249) on Form S-8 of Pioneer Natural Resources USA, Inc. 401(k) Plan of our
report dated June 12, 1998, relating to the statement of net assets available
for benefits of the Pioneer Natural Resources USA, Inc. 401(k) Plan as of
December 31, 1997 and the related statement of changes in net assets available
for benefits and related schedules of assets held for investment purposes and
reportable transactions for the year then ended, which report appears in the
December 31, 1997 annual report on Form 11-K of the Pioneer Natural Resources
USA, Inc. 401(k) Plan.
KPMG PEAT MARWICK LLP
Midland Texas
June 26, 1998
16
<PAGE>
