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, 2022 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 impact to results of operations from the sale
of the Company's short-term investment, (iv) the net effect of third party
purchases and sales of oil, gas and diesel on its results of operations and (v)
the weighted average basic and diluted shares outstanding.

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, 2022:
                                                                                 Three Months Ended
                                                                                   March 31, 2022
                                                                                    (in millions)
Noncash changes in fair value:
Oil derivative loss, net                                                       $                 (3)

Gas derivative loss, net                                                                       (108)
Marketing derivative gain, net                                                                   44
Total noncash derivative loss, net                                                              (67)

Net cash payments on settled derivative instruments: Oil derivative payments

                                                                          (1)

Gas derivative payments, net                                                                    (56)
Marketing derivative payments                                                                   (11)
Total cash payments on settled derivative instruments, net                                      (68)
Total derivative loss, net                                                     $               (135)


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 $96 million on its investment in ProPetro for the three
months ended March 31, 2022.

Short-Term Investment



In 2021, the Company acquired 960 thousand shares of Laredo Petroleum, Inc.
("Laredo") as partial consideration for its divestiture of certain acreage in
western Glasscock County to Laredo. During the three months ended March 31,
2022, the Company sold the 960 thousand shares of Laredo common stock held by
the Company as of December 31, 2021 and expects to record a gain from the share
sales of $18 million.

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 earnings effect of third party purchases and sales of
oil, gas and diesel for the three months ended March 31, 2022 to result in a
gain of $65 million. The gain for the three months ended March 31, 2022 is
attributable to oil that was purchased and in transit via pipeline to the Gulf
Coast or in Gulf Coast storage at the end of December 2021, January 2022 and
February 2022. This oil inventory is sold in the following month at contracted
prices that are generally tied to monthly average index oil prices (typically
Brent oil prices). As a result of increasing oil prices during the three months
ended March 31, 2022, the oil inventory in transit or stored at the end of
December 2021, January 2022 and February 2022 was sold in January 2022, February
2022 and March 2022, respectively, at higher prices resulting in the
aforementioned gain.

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Operations Update

The Company's first quarter of 2022 production averaged 355 thousand barrels of oil per day and 638 thousand barrels oil equivalent per day.



During the first quarter of 2022, the Company's contracted sand supply was
disrupted by a third-party sand mine outage, impacting second quarter
production. The sand mine outage was fully restored in late March and the
Company plans to temporarily add one additional frac fleet during the second
quarter of 2022 to mitigate the impact to the Company's full-year production
forecast. The Company maintains its original full-year 2022 production and
capital guidance previously disclosed on February 16, 2022.

In addition, given the increase in commodity prices during the first quarter of
2022, the Company's gathering, processing and transportation charges, along with
production and ad valorem taxes, increased production costs above the original
first quarter guidance range.

Weighted Average Basic and Diluted Shares Outstanding

The components of basic and diluted weighted average shares outstanding for the three months ended March 31, 2022 are as follows:



                                                     Three Months Ended

March 31, 2022


                                                               (in

millions)


Basic weighted average shares outstanding                              243

Convertible notes dilution (a)                                          13
Diluted weighted average shares outstanding                            256

_____________________



(a)Diluted weighted average common shares outstanding includes the dilutive
effect had the Company's convertible notes been converted at the beginning of
the three months ended March 31, 2022. If converted by the holder, the Company
may settle in cash, shares of the Company's common stock or a combination
thereof, at the Company's election.

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Item 7.01 Regulation FD Disclosure



The Company's open commodity oil and gas derivative positions as of April 27,
2022 are as follows:

                                                                                                  2022
                                                                     Second Quarter           Third Quarter           Fourth Quarter

Average daily oil production associated with derivatives (Bbl):



Midland/WTI basis swap contracts:
Volume (a)                                                                  26,000                  26,000                   26,000
Price differential                                                 $          0.50          $         0.50          $          0.50

Average daily gas production associated with derivatives (MMBtu):
Dutch TTF swap contracts:
Volume                                                                      30,000                  30,000                   30,000
Price                                                              $          7.80          $         7.80          $          7.80


____________________
(a)The referenced basis swap contracts fix the basis differentials between the
index price at which the Company sells a portion of its Midland Basin oil and
the WTI index price.

Additionally, as of April 27, 2022, the Company has outstanding derivative
contracts for 3,000 Bbls per day of Brent basis swaps for January 2024 through
December 2024 production. The basis swap contracts fix the basis differential
between the WTI index price at which the Company sells a portion of its Midland
Basin oil and the Brent index price at a weighted average of $4.33.


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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 and oil and gas demand; the impact of armed conflict and
political instability on economic activity and oil and gas supply and demand;
competition; the ability to obtain drilling, 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 potential changes to tax
laws; 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, including the potential
impact of increases due to supply chain disruptions, and results of drilling and
operating activities; the risk of new restrictions with respect to development
activities, including potential changes to regulations resulting in limitations
on the Company's ability to dispose of produced water; 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; the Company's ability to achieve its
emissions reduction, flaring and other ESG goals; access to and cost of capital;
the financial strength of counterparties to Pioneer's credit facility and
derivative contracts, and purchasers of Pioneer's oil, NGL and gas production
and downstream sales of purchased oil and gas; uncertainties about estimates of
reserves; identification of drilling locations and the ability to add proved
reserves in the future; the assumptions underlying forecasts, including
forecasts of production, operating cash flow, well costs, capital expenditures,
rates of return, expenses and cash flow from downstream purchases and sales of
oil and gas, net of firm transportation commitments; tax rates; quality of
technical data; environmental and weather risks, including the possible impacts
of climate change on the Company's operations and demand for its products;
cybersecurity risks; the risks associated with the ownership and operation of
the Company's water services business and acts of war or terrorism. These and
other risks are described in the Company's Annual Report on Form 10-K for the
year ended December 31, 2021 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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