Filed by Exxon Mobil Corporation

(Commission File No.: 001-02256)

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

 

Subject Company: Pioneer Natural Resources Company

(Commission File No.: 001-13245)

 

The following is a transcript of a video posted to Exxon Mobil Corporation’s intranet on October 18, 2023:

 

M. Furman

 

Scott, we're doing this conversation on the day or the morning of the announcement. I appreciate you taking the time.

 

S. Sheffield

 

Thank you, Matt. I just wanted to help introduce you to the company.

 

M. Furman

 

So let's start with you. Tell us a little bit about yourself and the company that you built.

 

S. Sheffield

 

Yes, I happened to be raised in an oil and gas family. My father was an executive with ARCO, was raised in Tehran, Iran. I went to the University of Texas, got a degree in petroleum engineering. Went to work for Amoco and a little company called Parker and Parsley asked me to join them after about five years. So went out to Midland as the fifth employee.

 

M. Furman

 

How old were you?

 

S. Sheffield

 

I was 22 after the University of Texas.

 

M. Furman

 

Very beginning of your career?

 

S. Sheffield.

 

Yes. In 1997, an important decision, we moved the company from Midland to Dallas. A guy named Richard Rainwater talked me into the merging with Mesa, T. Boone Pickens’ company.

 

And we brought the companies together, and formed Pioneer Natural Resources in 1997, and we are today, are by far the largest operator in the Midland Basin with our asset base.

 

 

 

M. Furman

 

All right, so you went from five people in the Permian when you were 22 years old to a company of this value. What's the secret? How did you do it?

 

S. Sheffield

 

Matt, we were focused on really the Permian Basin, especially the Midland Basin. And it was an opportunity to buy out a lot of companies. It's that entrepreneurial spirit.

 

Today, we have over 2000 employees. It wasn't just me, it was my executive team. It was my 2000 employees and the culture that we stayed in the Permian Basin long term, we went around the world and came back to the Permian Basin. So it's that entrepreneurial spirit, being an independent and having that open culture of honesty, humbleness and respect.

 

M. Furman

 

And how surprised would that 22-year old be today?

 

S. Sheffield

 

I never thought we'd be around for 45 years, first of all.

 

And most independents are acquired over time. And it's rare. It's hard to believe that we built this company up to the size we are, third or fourth largest independent in this country.

 

I'm probably most grateful for the entire employee workforce. We have over 2,000 employees that helped build this company. So it really wasn't just me, but I never thought that we’d build a company up to a $65 billion company.

 

M. Furman

 

So what was the secret? What did you do that others didn't?

 

S. Sheffield

 

It's back to our culture. And I always said you get your culture from your parents. I had, my culture came from my parents. It's about the honesty, humbleness, and respect, or three of our key criteria.

 

To treat everybody the same in the organization, all the way down from the top to the bottom.

 

So it's all about that culture. And you end up hiring people that were raised the same, had the same parents, and you end up creating a culture. And it's been the same culture over that 45 year period.

 

M. Furman

 

So speaking of culture, why did you choose ExxonMobil?

 

S. Sheffield

 

Well, first of all, they made us an actual offer. Secondly, they probably have one of the best performing stocks, or the best performing stock, over the last several years.

 

And they probably have a backbone of inventory now with the Permian. They have the longest inventory in the Permian now. They have great projects in Guyana, Papua New Guinea, and around the world, along with their downstream processing. And so it's really a great performer. And I think it'll probably be the best performing stock in the sector over the next several years.

 

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M. Furman

 

So last question, what do you want ExxonMobil employees to know about your company?

 

S. Sheffield

 

That we have a great culture.

 

I hope everybody welcomes our employees into the Exxon family.

 

Treat us with respect, openness, being humble toward us.

 

You will teach us some things in the Permian Basin. We will teach you some things, but listen to our employees, because we have a tremendous culture.

 

I think it'll help ExxonMobil out long term.

 

M. Furman

 

One last question, I promise. You're about to retire as CEO, and you're going to join the ExxonMobil board. What are you going to do in retirement?

 

S. Sheffield

 

Yes, and I'm going to return to Santa Fe. As most of y'all know, I came out of retirement about five years ago. We were living in Santa Fe, and we're spending a lot of time on what we call First Serve New Mexico. It's a tennis program, we're leading to help kids, and we're building a first class tennis facility in Santa Fe, my wife and I. So we're going to return to Santa Fe, enjoy our kids, five kids, 11 grandkids, do a lot of snow skiing and fly fishing.

 

M. Furman

 

Sounds wonderful, congratulations.

 

S. Sheffield

 

Thank you, man, appreciate it. Yeah.

 

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Important Information about the Transaction and Where to Find It

 

In connection with the proposed transaction between Exxon Mobil Corporation (“ExxonMobil”) and Pioneer Natural Resources Company (“Pioneer”), ExxonMobil and Pioneer will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 filed by ExxonMobil that will include a proxy statement of Pioneer that also constitutes a prospectus of ExxonMobil. A definitive proxy statement/prospectus will be mailed to stockholders of Pioneer.  This communication is not a substitute for the registration statement, proxy statement or prospectus or any other document that ExxonMobil or Pioneer (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF EXXONMOBIL AND PIONEER ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus (when they become available), as well as other filings containing important information about ExxonMobil or Pioneer, without charge at the SEC’s Internet website (http://www.sec.gov). Copies of the documents filed with the SEC by ExxonMobil will be available free of charge on ExxonMobil’s internet website at www.exxonmobil.com under the tab “investors” and then under the tab “SEC Filings” or by contacting ExxonMobil’s Investor Relations Department at investor.relations@exxonmobil.com. Copies of the documents filed with the SEC by Pioneer will be available free of charge on Pioneer’s internet website at https://investors.pxd.com/investors/financials/sec-filings/. The information included on, or accessible through, ExxonMobil’s or Pioneer’s website is not incorporated by reference into this communication.

 

Participants in the Solicitation

 

ExxonMobil, Pioneer, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Pioneer is set forth in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 13, 2023, in its Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 23, 2023, in its Form 8-K filed on May 30, 2023, in its Form 8-K filed on April 26, 2023 and in its Form 8-K filed on February 13, 2023.  Information about the directors and executive officers of ExxonMobil is set forth in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 13, 2023, in its Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 22, 2023, in its Form 8-K filed on June 6, 2023 and in its Form 8-K filed on February 24, 2023. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available. 

 

No Offer or Solicitation

 

This communication is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

 

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Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof.  All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of ExxonMobil and Pioneer, that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the proposed transaction on anticipated terms and timing, or at all, including obtaining regulatory approvals that may be required on anticipated terms and Pioneer stockholder approval; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the ability of ExxonMobil and Pioneer to integrate the business successfully and to achieve anticipated synergies and value creation; potential litigation relating to the proposed transaction that could be instituted against ExxonMobil, Pioneer or their respective directors; the risk that disruptions from the proposed transaction will harm ExxonMobil’s or Pioneer’s business, including current plans and operations and that management’s time and attention will be diverted on transaction-related issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; rating agency actions and ExxonMobil and Pioneer’s ability to access short- and long-term debt markets on a timely and affordable basis; legislative, regulatory and economic developments, including regulatory implementation of the Inflation Reduction Act, timely and attractive permitting for carbon capture and storage by applicable federal and state regulators, and other regulatory actions targeting public companies in the oil and gas industry and changes in local, national, or international laws, regulations, and policies affecting ExxonMobil and Pioneer including with respect to the environment; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect ExxonMobil’s and/or Pioneer’s financial performance and operating results; certain restrictions during the pendency of the proposed transaction that may impact Pioneer’s ability to pursue certain business opportunities or strategic transactions or otherwise operate its business; acts of terrorism or outbreak of war, hostilities, civil unrest, attacks against ExxonMobil or Pioneer, and other political or security disturbances; dilution caused by ExxonMobil’s issuance of additional shares of its common stock in connection with the proposed transaction; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in policy and consumer support for emission-reduction products and technology; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; global or regional changes in the supply and demand for oil, natural gas, petrochemicals, and feedstocks and other market or economic conditions that impact demand, prices and differentials, including reservoir performance; changes in technical or operating conditions, including unforeseen technical difficulties; those risks described in Item 1A of ExxonMobil’s Annual Report on Form 10-K, filed with the SEC on February 22, 2023, and subsequent reports on Forms 10 Q and 8-K, as well as under the heading “Factors Affecting Future Results” on the Investors page of ExxonMobil’s website at www.exxonmobil.com (information included on or accessible through ExxonMobil’s website is not incorporated by reference into this communication); those risks described in Item 1A of Pioneer’s Annual Report on Form 10-K, filed with the SEC on February 23, 2023, and subsequent reports on Forms 10-Q and 8-K; and those risks that will be described in the registration statement on Form S-4 and accompanying prospectus available from the sources indicated above. References to resources or other quantities of oil or natural gas may include amounts that ExxonMobil or Pioneer believe will ultimately be produced, but that are not yet classified as “proved reserves” under SEC definitions.

 

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These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither ExxonMobil nor Pioneer assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on ExxonMobil’s or Pioneer’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

 

Actions needed to advance ExxonMobil’s 2030 and 2035 greenhouse gas emission-reductions plans are incorporated into its medium-term business plans, which are updated annually. The reference case for planning beyond 2030 is based on the Company’s Energy Outlook research and publication. The Outlook is reflective of the existing global policy environment, the Energy Outlook does not attempt to project the degree of required future policy and technology advancement and deployment for the world, or ExxonMobil, to meet net zero by 2050. As future policies and technology advancements emerge, they will be incorporated into the Outlook, and the Company’s business plans will be updated accordingly. Actual future results, including the achievement of net zero in Upstream Permian Basin unconventional operated assets by 2030/2035 and plans to lower methane emissions from operated assets, to increase water recycling in our combined Permian operations, and to feed hydrogen, ammonia, and carbon capture projects could vary depending on the ability to execute operational objectives on a timely and successful basis; policy support for emission-reduction products and technologies; changes in laws, regulations and international treaties regarding lower emission technologies and projects; government incentives; unforeseen technical or operational difficulties; the outcome of research efforts and future technology developments, including the ability to scale projects, technologies, and markets on a commercially competitive basis; changes in supply and demand and other market factors affecting future prices of oil, gas, and petrochemical products; the actions of competitors; and other factors discussed in this release and in the additional Forward Looking Statement disclaimer included above.

 

All references to production rates, project capacity, resource size, and acreage are on a gross basis, unless otherwise noted.

 

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