Item 2.02  Results of Operations and Financial Condition
Explanatory note:  Pioneer Natural Resources Company and its subsidiaries
("Pioneer" or the "Company") presents in this Item 2.02 certain information for
the three months ended March 31, 2021 regarding (i) the impact to results of
operations related to changes in the fair value of derivative instruments and
certain other information regarding its derivative instruments (ii) the impact
to results of operations from the change in fair value of the Company's
investment in affiliate, (iii) the net effect of third party purchases and sales
of oil, gas and diesel on its results of operations and (iv) the impact to
results of operations from Winter Storm Uri in February 2021.
Derivative Activity
The following table summarizes the net derivative results that the Company
expects to report in its earnings for the three months ended March 31, 2021:
                                                                                 Three Months Ended
                                                                                   March 31, 2021
                                                                                    (in millions)
Noncash changes in fair value:
Oil derivative loss, net                                                       $               (349)

Gas derivative loss, net                                                                         (1)
Marketing derivative loss, net                                                                  (20)

Total noncash derivative loss, net                                                             (370)

Net cash payments on settled derivative instruments:



Oil derivative payments (a)                                                                    (306)

Gas derivative payments (b)                                                                      (7)
Marketing derivative payments                                                                    (8)

Total cash payments on settled derivative instruments, net                                     (321)
Total derivative loss, net                                                     $               (691)


_____________________
(a)Includes the effect of liquidating certain of the Company's 2022 West Texas
Intermediate swap contracts for cash payments of $13 million during the three
months ended March 31, 2021.
(b)Includes the effect of liquidating certain of the Company's 2021 NYMEX swap
contracts for cash receipts of $447 thousand during the three months ended
March 31, 2021.
Investment in Affiliate
The Company owns 16.6 million shares of ProPetro Holding Corp. ("ProPetro"),
which is measured on a recurring basis at fair value. The Company expects to
report a noncash gain of $54 million on its investment in ProPetro for the three
months ended March 31, 2021.
Sales of Purchased Commodities
The Company enters into pipeline capacity commitments in order to secure
available oil, NGLs, and gas transportation capacity from the Company's areas of
production and secure diesel supply from the Gulf Coast to the Company's
operations in the Permian Basin. The Company enters into purchase transactions
with third parties and separate sale transactions with third parties to
diversify a portion of the Company's oil and gas sales to (i) Gulf Coast
refineries, (ii) Gulf Coast and West Coast gas markets and (iii) international
oil markets, and to satisfy unused gas pipeline capacity commitments. The
Company expects the net effect of third party purchases and sales of oil, gas
and diesel for the three months ended March 31, 2021 to result in a loss of $15
million.
Winter Storm Uri
During February 2021, the Company's operations in West Texas were significantly
impacted by Winter Storm Uri that brought abnormally cold temperatures, along
with snow and icy conditions across the state of Texas. The extreme winter
weather impacted production operations, midstream infrastructure and power
providers throughout the state, along with many other services. As a result,
most of the Company's production was offline for about a week. Early in the
weather event, the Company attempted to perform or otherwise satisfy its firm
gas sales commitments, but as the impacts of the winter weather

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became clearer, the Company subsequently issued force majeure notices to its
customers given the inability to perform such contracts for a variety of
reasons, including significant production being offline, interruptions to
midstream operations, the inability to flow gas to markets due to infrastructure
downtime and compliance with government orders to direct any available gas
volumes towards supporting power generation. The Company expects to report cash
costs of $80 million in connection with its firm gas sales commitments early in
the weather event. These cash costs are included in other expense for the three
months ended March 31, 2021.

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Item 7.01  Regulation FD Disclosure
The Company's open commodity oil and gas derivative positions as of April 26,
2021 are as follows. These positions include contracts assumed by the Company as
a result of the acquisition of Parsley Energy, Inc. ("Parsley") on January 12,
2021.

                                                                                           2021                                        Year Ending
                                                                                                                                      December 31,
                                                              Second Quarter           Third Quarter          Fourth Quarter              2022

Average daily oil production associated with derivatives (Bbl):



Brent swap contracts:
Volume                                                              102,000                  17,000                  17,000                     -
Price                                                        $        46.48          $        44.45          $        44.45          $          -
MEH swap contracts:
Volume                                                               54,000                  43,000                  43,000                 2,055
Price                                                        $        41.85          $        40.52          $        40.52          $      42.80
Midland WTI swap contracts:
Volume                                                                5,000                   5,000                   5,000                     -
Price                                                        $        40.50          $        40.50          $        40.50          $          -
Brent call contracts sold:
Volume (a)                                                           20,000                  20,000                  20,000                     -
Price                                                        $        69.74          $        69.74          $        69.74          $          -
Brent collar contracts:
Volume                                                                    -                       -                       -                10,000
Price:
Ceiling                                                      $            -          $            -          $            -          $      60.32
Floor                                                        $            -          $            -          $            -          $      50.00
Brent collar contracts with short puts:
Volume                                                               90,000                 110,000                  90,000                57,000
Price:
Ceiling                                                      $        50.74          $        54.46          $        50.74          $      64.41
Floor                                                        $        45.11          $        47.82          $        45.11          $      50.18
Short put                                                    $        35.07          $        36.87          $        35.07          $      38.25
MEH collar contracts with short puts:
Volume                                                               20,187                   9,446                   9,446                     -
Price:
Ceiling                                                      $        59.39          $        51.29          $        51.29          $          -
Floor                                                        $        49.30          $        41.55          $        41.55          $          -
Short put                                                    $        39.30          $        31.55          $        31.55          $          -
Average daily gas production associated with derivatives (MMBtu):
NYMEX swap contracts:
Volume                                                               20,000                  20,000                  20,000                     -
Price                                                        $         2.81          $         2.81          $         2.81          $          -
ICE Dutch TTF swap contracts:
Volume                                                               30,000                  30,000                  30,000                     -
Price                                                        $         5.07          $         5.07          $         5.07          $          -
WAHA swap contracts:
Volume                                                              116,484                 116,304                 116,304                 4,932
Price                                                        $         2.36          $         2.36          $         2.36          $       2.46

NYMEX collar contracts:
Volume                                                              200,000                 200,000                 200,000                     -
Price:
Ceiling                                                      $         3.18          $         3.18          $         3.18          $          -
Floor                                                        $         2.56          $         2.56          $         2.56          $          -


____________________

(a)The referenced call contracts were sold in exchange for higher ceiling prices on certain 2020 collar contracts.

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           Cautionary Statement Concerning Forward-Looking Statements
Except for historical information contained herein, the statements in this
Current Report on Form 8-K are forward-looking statements that are made pursuant
to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements and the business prospects of the Company are
subject to a number of risks and uncertainties that may cause the Company's
actual results in future periods to differ materially from the forward-looking
statements. These risks and uncertainties include, among other things,
volatility of commodity prices; product supply and demand; the impact of a
widespread outbreak of an illness, such as the COVID-19 pandemic, on global and
U.S. economic activity; competition; the ability to obtain environmental and
other permits and the timing thereof; the effect of future regulatory or
legislative actions on Pioneer or the industry in which it operates, including
the risk of new restrictions with respect to development activities; the ability
to obtain approvals from third parties and negotiate agreements with third
parties on mutually acceptable terms; potential liability resulting from pending
or future litigation; the costs and results of drilling and operations;
availability of equipment, services, resources and personnel required to perform
the Company's drilling and operating activities; access to and availability of
transportation, processing, fractionation, refining, storage and export
facilities; Pioneer's ability to replace reserves; implement its business plans
or complete its development activities as scheduled; access to and cost of
capital; the financial strength of counterparties to Pioneer's credit facility,
investment instruments and derivative contracts and purchasers of Pioneer's oil,
NGL and gas production; uncertainties about estimates of reserves;
identification of drilling locations and the ability to add proved reserves in
the future; quality of technical data; environmental and weather risks,
including the possible impacts of climate change; cybersecurity risks; the risks
associated with the ownership and operation of the Company's oilfield services
businesses and acts of war or terrorism. These and other risks are described in
the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other filings with the United States Securities and Exchange Commission. In
addition, the Company may be subject to currently unforeseen risks that may have
a materially adverse effect on it. Accordingly, no assurances can be given that
the actual events and results will not be materially different than the
anticipated results described in the forward-looking statements. The Company
undertakes no duty to publicly update these statements except as required by
law.



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