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 and twelve months ended December 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 net effect of third party purchases
and sales of oil, gas, diesel and sand on its results of operations, (iv) a
fourth quarter and full year 2022 production update 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 and twelve months ended December 31, 2022:


                                                           Three Months Ended           Twelve Months Ended
                                                           December 31, 2022             December 31, 2022
                                                                            (in millions)
Noncash changes in fair value:
Oil derivative gain, net                                 $                 4          $                  1
Gas derivative gain, net                                                 134                           157
Marketing derivative loss, net                                          (138)                          (63)
Convertible debt conversion option derivative gain, net                    1                             1
Total noncash derivative gain, net                                         1                            96

Cash payments on settled derivative instruments:
Oil derivative payments                                                   (3)                           (8)
Gas derivative payments, net                                            (103)                         (350)
Marketing derivative payments                                            (19)                          (66)

Convertible debt conversion option derivative receipts (payments), net

                                                           (4)                           13
Total cash payments on settled derivative instruments,
net                                                                     (129)                         (411)
Total derivative loss, net                               $              (128)         $               (315)


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 noncash gains of $38 million and $37 million on its investment in
ProPetro for the three and twelve months ended December 31, 2022, respectively.

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. The Company also enters
into purchase commitments to secure sand supply for the Company's operations in
the Midland 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 periodically sells diesel
and sand to unaffiliated third parties in the Permian Basin if it has supply in
excess of its operational needs. The Company expects the net earnings effect of
third party purchases and sales of oil, gas, diesel and sand for the three and
twelve months ended December 31, 2022 to result in losses of $76 million and
$161 million, respectively.

Fourth Quarter and Full Year 2022 Production Update



During December 2022, the Company's operations in West Texas were impacted by
Winter Storm Elliott, which led to abnormally cold temperatures across the state
of Texas. As a result, the Company experienced unexpected weather-related
downtime that negatively impacted its fourth quarter 2022 production by
approximately 4,500 barrels of oil per day and 8,500 barrels of oil equivalent
per day. The Company expects to report fourth quarter 2022 average daily
production of 351 thousand barrels of oil per day and 662 thousand barrels of
oil equivalent per day. Excluding the impacts of Winter Storm Elliott, the
Company would have expected production for the fourth quarter 2022 to average
355 thousand barrels of oil per day and 670 thousand barrels of oil equivalent
per day. The Company successfully restored the affected production by the end of
December

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2022. The Company expects to report full year 2022 average daily production of
352 thousand barrels of oil per day and 650 thousand barrels of oil equivalent
per day.

Weighted Average Basic and Diluted Shares Outstanding

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



                                                             Three Months Ended           Twelve Months Ended
                                                              December 31, 2022            December 31, 2022
                                                                               (in millions)
Basic weighted average shares outstanding                                237                          240

Convertible notes dilution (a)                                            10                           12
Diluted weighted average shares outstanding                              247                          252


_____________________

(a)Diluted weighted average common shares outstanding includes the dilutive
effect had the Company's convertible notes been converted as of the beginning of
the three and twelve months ended December 31, 2022, respectively. 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



Commodity derivatives. As of January 25, 2023, the Company's outstanding
commodity derivative contracts include 3,000 barrels of oil per day of Brent
basis swaps for January 2024 through December 2024. The basis swap contracts fix
the basis differential between the West Texas Intermediate ("WTI") index price
(the price at which the Company buys Midland Basin oil for transport to the Gulf
Coast) and the Brent index price (the price at which a portion of the Midland
Basin purchased oil is sold in the Gulf Coast market) at a weighted average
differential of $4.33.

Marketing derivatives. As of January 25, 2023, the Company's outstanding
marketing derivatives reflect long-term marketing contracts whereby the Company
agreed to purchase and simultaneously sell barrels of oil at an oil terminal in
Midland, Texas.

In October 2019, the Company agreed to purchase and simultaneously sell 50 thousand barrels of oil per day beginning January 1, 2021 and ending December 31, 2026.



In April 2022, the Company agreed to purchase and simultaneously sell (i)
40 thousand barrels of oil per day beginning May 1, 2022 and ending April 30,
2027 and (ii) 30 thousand barrels of oil per day beginning August 1, 2022 and
ending July 31, 2027.

The price the Company pays to purchase the oil volumes under the purchase
contracts is based on a Midland WTI price and the price the Company receives for
the oil volumes sold is a weighted average sales price that a non-affiliated
counterparty receives for selling oil through a Gulf Coast storage and export
facility at prices that are highly correlated with Brent oil prices during the
same month of the purchase.

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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 armed
conflict (including the war in Ukraine) 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
inflation and supply chain disruptions, and results of drilling and operating
activities; the impact of a widespread outbreak of an illness, such as the
COVID-19 pandemic, on global and U.S. economic activity, oil and gas demand, and
global and U.S. supply chains; 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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