UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182019
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-13245
Pioneer Natural Resources Company
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)

Delaware75-2702753
(State or other jurisdiction of
incorporation or organization)
incorporation)
(I.R.S. Employer
Identification No.)
5205 N. O'Connor Blvd., Suite 200, Irving, Texas75039
(Address of principal executive offices)(Zip Code)

777 Hidden Ridge
Irving, Texas 75038
(Address of principal executive offices and zip code)
(972) 444-9001
(Registrant's telephone number, including area code: (972) 444-9001code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $.01 per sharePXDNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company," and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerýAccelerated filero
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting companyo
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   ¨    No   ý
Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter$32,009,028,564
  
Number of shares of Common Stock outstanding as of February 21, 2019168,369,523
Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter$25,544,329,552 
Number of shares of Common Stock outstanding as of February 18, 2020165,714,771 
DOCUMENTS INCORPORATED BY REFERENCE:
(1)Portions of the Definitive Proxy Statement for the Company's Annual Meeting of Shareholders to be held in May 2019 are incorporated into Part III of this report.

(1)Portions of the Definitive Proxy Statement for the Company's Annual Meeting of Shareholders to be held in May 2020 are incorporated into Part III of this report.



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Definitions of Certain Terms and Conventions Used Herein
Within this Report, the following terms and conventions have specific meanings:
"Bbl" means a standard barrel containing 42 United States gallons.
"Bcf" means one billion cubic feet and is a measure of gas volume.
"BOE" means a barrel of oil equivalent and is a standard convention used to express oil and gas volumes on a comparable oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of six thousand cubic feet of gas to one Bbl of oil or natural gas liquid.
"BOEPD"means BOE per day.
"Brent" means Brent oil price, a major trading classification of light sweet light oil that serves as a benchmark price for purchases of oil worldwide.
"Btu" means British thermal unit, which is a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit.
"DD&A" means depletion, depreciation and amortization.
"Field fuel" means gas consumed to operate field equipment (primarily compressors) prior to the gas being delivered to a sales point.
"GAAP" means accounting principles generally accepted in the United States of America.
"GHG" means green housegreenhouse gases.
"HH"HH" means Henry Hub, a distribution hub in Louisiana that serves as the delivery location for gas futures contracts on the NYMEX.
"LIBOR" means London Interbank Offered Rate, which is a market rate of interest.
"MBbl" means one thousand Bbls.
"MBOE" means one thousand BOEs.
"Mcf" means one thousand cubic feet and is a measure of gas volume.
"MMBbl" means one million Bbls.
"MMBOE" means one million BOEs.
"MMBtu" means one million Btus.
"MMcf"means one million cubic feet.
"Mont Belvieu" means the daily average natural gas liquids components as priced in OPIS in the table "U.S. and Canada LP – Gas Weekly Averages" at Mont Belvieu, Texas.
"NGL"NGLs" means natural gas liquid,liquids, which are the heavier hydrocarbon liquids that are separated from the gas stream; such liquids include ethane, propane, isobutane, normal butane and natural gasoline.
"NYMEX" means the New York Mercantile Exchange.
"NYSE" means the New York Stock Exchange.
"Pioneer" or the "Company" means Pioneer Natural Resources Company and its subsidiaries.
"Proved developed reserves" mean reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well.
"Proved reserves" mean those quantities of oil and gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.
(i) The area of the reservoir considered as proved includes: (A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons ("LKH") as seen in a well penetration unless geoscience, engineering or performance data and reliable technology establishes a lower contact with reasonable certainty.

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(iii) Where direct observation from well penetrations has defined a highest known oil ("HKO") elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir
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only if geoscience, engineering or performance data and reliable technology establish the higher contact with reasonable certainty.
(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.
(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
"Proved undeveloped reserves"means reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
(ii) Undrilled locations can be classified as having proved undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.
(iii) Under no circumstances shall estimates for proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.
"SEC" means the United States Securities and Exchange Commission.
"Standardized Measure"means the after-tax present value of estimated future net cash flows of proved reserves, determined in accordance with the rules and regulations of the SEC, using prices and costs employed in the determination of proved reserves and a ten percent discount rate.
"U.S." means United States.
"WTI" means West Texas Intermediate, a light sweet blend of oil produced from fields in western Texas and is a grade of oil used as a benchmark in oil pricing.
With respect to information on the working interest in wells, drilling locations and acreage, "net" wells, drilling locations and acres are determined by multiplying "gross" wells, drilling locations and acres by the Company's working interest in such wells, drilling locations or acres. Unless otherwise specified, wells, drilling locations and acreage statistics quoted herein represent gross wells, drilling locations or acres.
All currency amounts are expressed in U.S. dollars.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this "Report") contains forward-looking statements that involve risks and uncertainties. When used in this document, the words "believes," "plans," "expects," "anticipates," "forecasts," "intends," "continue," "may," "will," "could," "should," "future," "potential," "estimate," or the negative of such terms and similar expressions as they relate to the Company are intended to identify forward-looking statements, which are generally not historical in nature. The forward-looking statements are based on the Company's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond the Company's control. 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 from the anticipated results described in the forward-looking statements. See "Item 1. Business — Competition, Markets and Regulations," "Item 1A. Risk Factors," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a description of various factors that could materially affect the ability of Pioneer to achieve the anticipated results described in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no duty to publicly update these statements except as required by law.


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PART I
ITEM 1.BUSINESS
ITEM 1.BUSINESS
General
Pioneer is a large independent oil and gas exploration and production company that explores for, develops and produces oil, NGLs and gas within the United States, with operations primarily in the Permian Basin in West Texas. The Company is a Delaware corporation, and its common stock has been listed and traded on the NYSE under the ticker symbol "PXD" since its formation in 1997.
The Company's principal executive office is located at 5205 N. O'Connor Blvd., Suite 200,777 Hidden Ridge, Irving, Texas, 75039.75038. The Company also maintains an office in Midland, Texas and field offices in its areasarea of operation.
At December 31, 2018,2019, Pioneer had 3,1772,323 employees, 1,006826 of whom were employed in field and plant operations and 618360 of whom were employed in vertical integration activities.
Available Information
Pioneer files or furnishes annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"). The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers, including Pioneer, that file electronically with the SEC.
The Company makes available free of charge through its website (www.pxd.com) its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. In addition to the reports filed or furnished with the SEC, Pioneer publicly discloses information from time to time in its press releases and investor presentations that are posted on its website and inor publicly during accessible investor conferences. Such information, including information posted on or connected to the Company's website, is not a part of, or incorporated by reference in, this Report or any other document the Company files with or furnishes to the SEC.
Mission and Strategies
The Company's mission is to be America's leading independent energy company, focused on value, safety, the environment, technology and our greatest asset, our people. The Company's long-term growth strategy is centered around the following strategic objectives:
maintaining a strong balance sheet to ensure financial flexibility;
delivering economic production and reserve growth;
enhancinggrowth through drilling, completion and production activities by improvement activities;
utilizing the Company's scale and technology advancements to reduce costs and improve efficiency;
returning free cash flow to investors through a combination of dividends and share repurchases;
developing and training employees and contractors to perform their jobs in a safe manner; and
stewarding the environment through industry leading sustainable development efforts.
The Company's long-term strategy is primarily anchored by the Company's interests in the long-lived Spraberry/Wolfcamp oil field located in the Permian Basin in West Texas, which has an estimated remaining productive life in excess of 4050 years. Underlying the Spraberry/Wolfcamp field is 93 percent of the Company's total proved oil and gas reserves as of December 31, 2018.
In February 2018, the Company announced its intention to divest its properties in the South Texas, Raton Basin and West Panhandle fields and focus its efforts and capital resources on its Permian Basin assets. In 2018, the Company completed the following divestitures:
FieldCompletion date
Sinor Nest (Lower Wilcox) oil field (South Texas)December 2018
West Panhandle gas and liquids field (Texas Panhandle)August 2018
Raton Basin gas field (southern Colorado)July 2018
Western portion of Eagle Ford Shale gas and liquids field (South Texas)April 2018

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The Company continues to actively market its remaining South Texas assets (Eagle Ford Shale gas and liquids field and Edwards gas field). No assurance can be given that the remaining planned divestitures will be completed in accordance with the Company's plans or on terms and at prices acceptable to the Company.
Business Activities
Pioneer's purpose is to competitively and profitably explore for, develop and produce oil and gas reserves. In so doing, the Company sells homogeneous oil, NGL and gas units that, except for geographic and relatively minor quality differences, cannot be significantly differentiated from units offered for sale by the Company's competitors. The Company's portfolio of resources and opportunities are primarily located in the Spraberry/Wolfcamp oil field, and provide long-lived, dependable production and lower-risk exploration and development opportunities.
Petroleum industry.Over the past several years, the oil price environment has been characterized by high volatility. During 2018,2019, Brent oil prices rose to a high of $86.29$74.57 per barrel in April 2019, up from a low of $54.91 per barrel in early October 2018, onlyJanuary 2019. During 2020 to fall late in the fourth quarterdate, Brent oil prices declined to a low of $50.47 per barrel due to concerns over a worldwide oversupply of oil,$49.45 in large part resulting from dramatic increases in U.S. shale oil production. Additionally, concerns about the potential for slower growth in U.S. and global gross domestic products, which would likely be accompanied by lower oil demand, has contributed to the downward pressure. Recently, the Organization of Petroleum Exporting Countries ("OPEC") members and some nonmembers, including Russia, have renewed pledges to reduce planned production in an effort to draw down a global oversupply and to rebalance supply and demand. Geopolitical factors may also be price-supportive, with the United States having issued sanctions against Iran, although the impact of those sanctions has been muted by waivers. The Company expects ongoing oil price volatility as compliance with the output reduction agreements, changes in oil inventories, extensions to Iranian waivers and actual demand growth is reported.
The growth of unconventional shale drilling in the United States has substantially increased the supply of gas and NGLs, resulting in a significant decline in related prices as the supply of these products has grown. While the industry has invested in initiatives designed to increase takeaway capacity, such as the construction of liquefied natural gas ("LNG") and NGL export facilities, the supply of these products has increased at a faster pace than the overall United States and international demand for these commodities. NGL products and gas supplies are expected to continue to increase during 2019 and prices are expected to remain volatile.
February 2020. Significant factors that are likely to affect 20192020 commodity prices include: the effect of U.S. energy, monetary, environmental and trade policies;policies, including
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policies related to U.S. and China trade negotiations and Iranian oil sanctions; fiscal challenges facing the United States federal government; the pace of economic growth in the U.S. and throughout the world, including the potential for macro weakness;world; geopolitical and economic developmentsissues globally, especially in the U.S. and globally;Middle East; the extent to which Organization of Petroleum Exporting Countries ("OPEC") members of OPEC and other oil exporting nationssome nonmembers, including Russia, adhere to and agree to extend the agreedtheir oil production cuts; the supply andquota's; uncertain demand fundamentals for NGLs in the United States2020 and the pace at which export capacity grows;beyond, led by rising oil consumption in China and India offset by European Union members reshaping their fossil fuel consumption towards lower carbon energy; overall North American and worldwide gas supply and demand fundamentals, including the timing of incremental LNG export capacity additions.additions; and global or national health concerns, including the outbreak of pandemic or contagious disease, such as the recent coronavirus, which may reduce demand for oil, NGL and gas because of reduced global or national economic activity. Because the global economic and political outlook and commodity price environment are uncertain, the Company endeavors to maintain a strong financial liquidity position to support itsprovide financial flexibility.flexibility should commodity prices decline and remain low for an extended period of time.
While the industry has invested in initiatives designed to increase oil, NGL and gas takeaway capacity associated with growing U.S. shale production, such as the construction of additional oil and NGL export facilities and new liquefied natural gas ("LNG") facilities, the supply of these products has increased at a faster pace than the overall U.S. and international demand for these commodities. Oil, NGL products and gas supplies are expected to continue to increase during 2020 and prices are expected to remain volatile. To mitigate this risk, Pioneer enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from the Company's areasarea of production with the objective of transporting a significant portion of the Company's oil and gas sales to higher priced markets. Specifically, the Company has entered 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 the Gulf Coast refinery orrefineries and LNG facilities, international export markets and to satisfy unused gas pipeline capacity commitments. These marketing activities provided incremental cash flow of $283 million in 2019 and $458 million in 2018, compared to cash outlays of $31 million and $64 million in 2017 and 2016, respectively. Additionally the2017.
The Company also uses commodity derivative contracts to mitigate the effect of commodity price volatility on the Company's net cash provided by operating activities and its net asset value. The Company has entered into derivative contracts for only a small portion of its forecasted 20192020 production; consequently, if commodity prices decline, the Company could realize lower prices for volumes not protected by the Company's derivative activities and could see a reduction in derivative contract prices available on additional volumes in the future. As a result, the Company's internal cash flows will be negatively impacted by a reduction in commodity prices or to the extent that sales prices do not cover the third-party purchase price and cost of transportation for that portion of volumes transported to other markets. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and Note 5 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Liquidity. The Company's primary needs for cash are for (i) capital expenditures, (ii) acquisitions of oil and gas properties, (iii) payments of contractual obligations, including debt maturities, (iv) dividends and share repurchases and (v) working capital obligations. Funding for these cash needs may be provided by any combination of the Company's primary sources of liquidity including: (i) cash and cash equivalents, (ii) net cash provided by operating activities, (iii) sales of short-term and long-term investments, (iv) proceeds from divestitures, (iv) unused borrowing capacity under its credit facility, (v) issuances of debt or equity securities and (vi) other sources, such as sales of nonstrategic assets. Although the Company expects that these sources of funding

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will be adequate to fund its 20192020 capital expenditures, dividend payments and provide adequate liquidity to fund other needs, including stock repurchases, no assurance can be given that such funding sources will be adequate to meet the Company's future needs.
Production. The Company focuses its efforts towards maximizing its average daily production of oil, NGLs and gas through development drilling, production enhancement activities and acquisitions of producing properties, while minimizing controllable costs associated with production activities. For the year ended December 31, 2018,2019, the Company's production of 117126 MMBOE, excluding field fuel usage, represented a 17an eight percent increase compared to production during 2017.2018. See "Item 2. Properties — Selected Oil and Gas Information — Production, price and cost data" for additional information.
Drilling activities. The Company believes that its current property base provides a substantial inventory of prospects for future reserve, production and cash flow growth.
Development activities. The Company seeks to increase its proved oil and gas reserves, production and cash flow through development drilling and by conducting other production enhancement activities, such as well recompletions. The Company's proved reserves as of December 31, 20182019 include proved undeveloped reserves and proved developed non-producing reserves of 5539 MMBbls of oil, 2416 MMBbls of NGL and 14283 Bcf of gas. The timing of the development of these proved reserves will be dependent upon commodity prices, drilling and operating costs and the Company's expected operating cash flows and financial condition. During the three years ended December 31, 2018,2019, the Company drilled 801854 gross (701(745 net) exploration and development wells, with 98 percent of the gross wells (99 percent of net wells) being successfully completed as productive wells, at a total drilling cost (net to the Company's interest) of $8.2$9.2 billion, including infrastructure capital.
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Exploratory activities.The Company has devoted significant efforts and resources to hiring and developing a highly skilled geoscience, engineering and land staff as well as acquiring a significant portfolio of lower-risk exploration opportunities that are expected to be evaluated and tested overin the next decade and beyond.future. Exploratory and extension drilling involve greater risks of dry holes or failure to find commercial quantities of hydrocarbons than development drilling or enhanced recovery activities.
Acquisition activities. The Company regularly seeks to acquire or trade for propertiesacreage that complementcomplements its operations, provideprovides exploration and development opportunities, increaseincreases the lateral length of future horizontal wells and potentially provideprovides superior returns on investment. The Company periodically evaluates and pursues acquisition and acreage trade opportunities (including opportunities to acquire particular oil and gas assets or entities owning oil and gas assets and opportunities to engage in mergers, consolidations or other business combinations with such entities) and at any given time may be in various stages of evaluating such opportunities. Such stages may take the form of internal financial analyses, oil and gas reserve analyses, due diligence, the submission of indications of interest, preliminary negotiations, negotiations of letters of intent or negotiations of definitive agreements. The success of any acquisition or acreage trade is uncertain and depends on a number of factors, some of which are outside the Company's control.
During 2019, 2018 2017 and 2016,2017, the Company spent $28 million, $65 million $136 million and $446$136 million, respectively, primarily to purchase undeveloped acreage for future exploitation and exploration activities in the Spraberry/Wolfcamp field of the Permian Basin. See Note 3 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Integrated Services. The Company continues to utilize its integrated services to control well costs and operating costs in addition to supporting the execution of its drilling and production activities. The Company owns field service equipment that supports its drilling and production operations, including pulling units, fracture stimulation tanks, water transport trucks, hot oilers, blowout preventers, construction equipment and fishing tools.
The Company continues to construct a field-wide water distribution system to reduce the cost of water for drilling and completion activities and to secure adequate supplies of water to support the Company's long-term growth plan for the Spraberry/Wolfcamp field. During 2018,2019, the Company expanded its mainline system, subsystems and frac ponds to efficiently deliver water to Pioneer's drilling locations. The Company is purchasing approximately 120 thousand barrels per day of effluent water from the City of Odessa and has signed an agreementis partnering with the City of Midland to upgrade the city's wastewater treatment plant in return for a dedicated long-term supply of water from the plant. Once the upgrade to the wastewater treatment plant is complete, the Company expects to receive approximately two billion barrels of low-cost, non-potable water over a 28-year contract period (up to 240 thousand barrels per day) to support its drilling and completion activities. The Midland wastewater treatment plant is scheduled for completion in early 2021.
In November 2018, the Company announced plans to close its sand mine located in Brady, Texas and transition its proppant supply requirements to West Texas sand sources. During 2018, the Company recorded $443 million of accelerated depreciation and $7 million of employee-related charges associated with the pending shutdown.

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Asset divestitures. The Company regularly reviews its asset base to identify nonstrategic assets, the disposition of which would increase capital resources available for other activities, create organizational and operational efficiencies and further the Company's objective of maintaining a strong balance sheet to ensure financial flexibility.
Oil and gas activities.In February 2018, the Company announced its intention to divest its properties in the South Texas, Raton Basin and West Panhandle fields and focus its efforts and capital resources on its Permian Basin assets.
In December 2018, the Company completed the sale of approximately 2,900 net acres in the Sinor Nest (Lower Wilcox) oil field in South Texas to an unaffiliated third party for cash proceeds of $105 million, after normal closing adjustments. During 2018, the Company recorded a gain of $54 million associated with the sale.
In August 2018, the Company completed the sale of its assets in the West Panhandle gas and liquids field to an unaffiliated third party for net cash proceeds of $170 million, after normal closing adjustments. The assets sold represent all of the Company's interests in the field, including all of its producing wells and the associated infrastructure. During 2018, the Company recorded a gain of $127 million and employee-related charges of $7 million associated with sale.
In July 2018, the Company completed the sale of its gas field assets in the Raton Basin to an unaffiliated third party for net cash proceeds of $54 million, after normal closing adjustments. The Company recorded a noncash impairment charge of $77 million in June 2018 to reduce the carrying value of its Raton Basin assets to their estimated fair value less costs to sell as the assets were considered held for sale. During 2018, the Company recorded a gain of $2 million associated with this divestiture. The Company also recorded divestiture-related charges of $117 million, including $111 million of deficiency charges related to certain firm transportation contracts retained by the Company and employee-related charges of $6 million.
In April 2018, the Company completed the sale of approximately 10,200 net acres in the West Eagle Ford Shale gas and liquids field to an unaffiliated third party for net cash proceeds of $100 million, after normal closing adjustments. During 2018, the Company recorded a gain of $75 million associated with the sale.
In April 2017, the Company completed the sale of approximately 20,500 acres in the Martin County region of the Permian Basin, with net production of approximately 1,500 BOEPD, to an unaffiliated third party for net cash proceeds of $264 million. The sale resulted in a gain of $194 million.
The Company continues to actively market its remaining South Texas assets (Eagle Ford Shale gas and liquids field and Edwards gas field) and will continue to review its acreage in the Permian Basin and negotiate with other operators in the area to sell or trade nonstrategic properties to achieve operating efficiencies and to improve profitability. No assurance can be given that these divestitures or trades will be completed in accordance with the Company's plans or on terms and at prices acceptable to the Company. See Note 3 and Note 4 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Integrated services activities.In December 2018, the Company completed the sale of its pressure pumping assets to ProPetro Holding Corp. ("ProPetro") in exchange for total consideration of $282 million, comprised of $110 million of short-term receivables to be paid by ProPetro during the first quarter of 2019 and 16.6 million shares of ProPetro's common stock. The Company recorded a gain of $30 million, employee-related charges of $19 million, contract termination charges of $13 million and other divestiture-related charges of $6 million associated with the sale.
Marketing of Production
General. Production from the Company's properties is marketed using methods that are consistent with industry practices. Sales prices for oil, NGL and gas production are negotiated based on factors normally considered in the industry, such as an index or spot price, price regulations, distance from the well to the pipeline, commodity quality and prevailing supply and demand conditions. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for additional information.
Seasonal nature of business. Generally, but not always, the demand for gas decreases during the summer months and increases during the winter months. Seasonal anomalies such as mild winters or hot summers may impact general seasonal changes in demand.
Significant purchasers. During 2018,2019 the Company's significant purchasers of oil, NGL and gas produced by the Company weresales to Sunoco Logistics Partners L.P. (28 percent), Occidental Energy Marketing Inc. (17 percent) and Plains Marketing L.P. (15 percent).accounted for 33 percent, 20 percent and 13 percent of the Company's oil and gas revenues, respectively. The loss of aone of these significant purchaserpurchasers or an inability to secure adequate pipeline, gas plant and NGL fractionation infrastructure for its Permian Basin production could have a material adverse effect on the Company's ability to produce and sell its oil, NGL and gas production.

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During 2018, the Company's significant purchaser ofpurchased oil and gas purchased from third parties wasto Occidental Energy Marketing Inc. (34 percent).accounted for 30 percent of the Company's sales of purchased oil and gas. No other purchaser of oil or gas purchased by the Company from third parties
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exceeded ten percent during 2018.2019. The loss of athis significant purchaser of purchased oil and gas would not be expected to have a material adverse effect on the Company's ability to sell commodities it purchases from third parties.
See Note 1213 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Derivative risk management activities. The Company primarily utilizes commodity swap contracts, collar contracts, and collar contracts with short puts and basis swap contracts that are intended to (i) reduce the effect of price volatility on the commodities the Company produces and sells or consumes, (ii) support the Company's annual capital budgeting and expenditure plans and (iii) reduce commodity price risk associated with certain capital projects. From time to time, the Company also utilizes interest rate derivative contracts intended to reduce the effect of interest rate volatility on the Company's indebtedness.
The Company enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from the Company's areas of production. The Company enters into purchase transactiontransactions with third parties and separate sale transactions with third parties to diversify a portion of the Company's oil and gas sales to the Gulf Coast refinery orrefineries and LNG facilities, international export markets and to satisfy unused gas pipeline capacity commitments.
See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and Note 5 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Competition, Markets and Regulations
Competition. The oil and gas industry is highly competitive in the exploration for and acquisition of reserves, the acquisition of oil and gas leases, marketing of oil, NGL and gas production, and the obtaining of equipment and services and the hiring and retention of staff necessary for the identification, evaluation, operation and acquisition and development of suchoil and gas properties. The Company's competitors include a large number of companies, including major integrated oil and gas companies, other independent oil and gas companies, and individuals engaged in the exploration for and development of oil and gas properties. To a lesser extent, theThe Company also faces competition from companies that supply alternative sources of energy, such as wind and solar power. Competition will increase as alternative energy technology becomes more reliable and governments throughout the world support or mandate the use of such alternative energy. Additionally, various entities throughout the world, including governments and public and private companies, are promoting research into new technologies to accelerate the implementation of alternative energy sources.
Competitive advantage is gained in the oil and gas exploration and development industry by employing well-trained and experienced personnel who make prudent capital investment decisions based on management direction, embrace technological innovation and are focused on price and cost management. The Company has a team of dedicated employees who represent the professional disciplines and sciences that the Company believes are necessary to allow Pioneer to maximize the long-term profitability and net asset value inherent in its physical assets.
See "Item 1A. Risk Factors - The Company faces significant competition and some of its competitors have resources in excess of the Company's available resources" for additional information.
Markets. The Company's ability to produce and market oil, NGL and gas profitably depends on numerous factors beyond the Company's control. The effect of these factors cannot be accurately predicted or anticipated. Although the Company cannot predict the occurrence of events that may affect commodity prices or the degree to which commodity prices will be affected, the prices for any commodity that the Company produces will generally approximate current market prices in the geographic region of the production unless the Company effectively enhances margins through marketing and derivative arrangements.
Securities regulations. Enterprises that sell securities in public markets are subject to regulatory oversight by agencies such as the SEC and the NYSE. This regulatory oversight imposes on the Company many requirements, including the responsibility for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting, and ensuring that the financial statements and other information included in submissions to the SEC do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made in such submissions not misleading. Failure to comply with the rules and regulations of the SEC could subject the Company to litigation from public or private plaintiffs. Failure to comply with the rules of the NYSE could result in the de-listing of the Company's common stock, which would have an adverse effect on the market price and liquidity of the Company's common stock. Compliance with some of these rules and regulations is costly, and regulations are subject to change or reinterpretation.
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Environmental and occupational health and safety matters. The Company's operations are subject to stringent federal, state and local laws and regulations governing worker health and safety, the discharge of materials into the environment and environmental protection. Numerous governmental entities, including the U.S. Environmental Protection Agency (the "EPA"), the U.S. Occupational Safety and Health Administration ("OSHA") and analogous state agencies, have the power to enforce

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compliance with these laws and regulations and the permits issued under them, which may cause the Company to incur significant capital expenditures or take costly actions to achieve and maintain compliance. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil and criminal penalties, imposition of investigatory remedial or corrective action of obligations, the occurrence of delays or restrictions in permitting or the performance of projects and the issuance of orders enjoining the Company from conducting certain operations in a particular area. While the Company's environmental compliance costs have historically not had a material adverse effect on its results of operations, there can be no assurance that such costs will not be material in the future, or that new or more stringently applied laws and regulations will not materially increase the cost of doing business.
The following is a summary of the more significant environmental and worker health and safety laws, as amended from time to time, to which the Company's business operations are or may be subject and with which compliance or the failure to maintain compliance may have a material adverse effect on the Company's capital expenditures, results of operations or financial position.
Hazardous wastes and substances. The federal Resource Conservation and Recovery Act ("RCRA") and comparable state statutes regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. Under the authority delegated by the EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements. The Company generates some amounts of ordinary industrial wastes that may be regulated as RCRA hazardous wastes. RCRA currently excludes from the definition of hazardous waste drilling fluids, produced waters and certain other wastes associated with the exploration, development and production of oil or gas. These wastes are instead regulated under RCRA's less stringent non-hazardous waste provisions. There have been efforts from time to time to remove this exclusion. For example, in response to a federal consent decree issued in 2016, the EPA was required during 2019 to determine whether certain Subtitle D criteria regulations required revision in a manner that could result in oil and gas wastes being regulated as RCRA hazardous wastes. In April 2019, the EPA made a determination that such revision of the regulations was unnecessary. Any future loss of the RCRA exclusion which removal could have a material adverse effect on the Company's results of operations and financial position, and it is possible that certain oil and gas exploration and production wastes now classified as non-hazardous could be classified as hazardous waste in the future.
The federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), also known as the Superfund law, and analogous state laws impose joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a "hazardous substance" into the environment. These persons includeinclude: (i) the current and past owner or operator of the site where the release occurred, (ii) a past owner or operator of the site at the time of the disposal of the hazardous substance and (iii) anyone who disposed or arranged for the disposal of a hazardous substance released at the site. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. It is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. The Company generates materials in the course of its operations that may be regulated as CERCLA hazardous substances.
See "Item 1A. Risk Factors - The nature of the Company's assets and production operations may impact the environment or cause environmental contamination, which could result in material liabilities to the Company" for additional information.
Water use, surface discharges and dischargesinjections into underground formations. The federal Water Pollution Control Act, also known as the Clean Water Act (the "CWA"), and analogous state laws impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and hazardous substances, into waters of the United States and state waters. Spill prevention, control and countermeasure plan requirements imposed under the CWA require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon spill, rupture or leak. Additionally, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of stormwater runoff from certain types of facilities. The CWA also prohibits the discharge of dredge and fill material into regulated waters, including wetlands, unless authorized by an appropriately issued permit. Federal and state regulatory agencies can impose administrative, civil and criminal penalties, as well as require remedial or mitigation measures, for noncompliance with discharge permits or other requirements of the CWA and analogous state laws.
The federal Oil Pollution Act ("OPA") sets minimum standards for prevention, containment and cleanup of oil spills into waters of the United States. Under OPA, responsible parties, including owners and operators of onshore facilities, such as
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exploration and production facilities, may be held strictly liable for oil spill cleanup costs and natural resource damages as well as a variety of public and private damages that may result from oil spills. OPA amends the CWA and thus noncompliance with OPA could result in civil and criminal penalties under the CWA.
The Company may dispose of produced water from oil and gas activities in underground injection wells, which are designed and permitted to place the water into non-productive geologic formations that are isolated from fresh water sources. The Underground Injection Control ("UIC") program established under the federal Safe Drinking Water Act ("SDWA") requires issuance of permits

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from the EPA or an analogous state agency for the construction and operation of these disposal wells. Additionally, the UIC program establishes minimum standards for disposal well operations and restricts the types and quantities of fluids that may be disposed. Because some states have become concerned that the disposal of produced water into underground formations could contribute to seismicity, they have adopted or are considering adopting additional regulations governing such disposal. Should future onerous regulations or bans relating to underground injection wells be placed in effect in areasthe Permian Basin, where the Company has significant operations, there could be an adverse impact on the Company's ability to operate.
See "Item 1A. Risk Factors - The Company's operations are subject to stringent environmental, oil and gas-related and occupational safety and health laws and regulations that could cause it to delay, curtail or cease its operations or expose it to material costs and liabilities" and "Item 1A. Risk Factors - The Company's operations are substantially dependent upon the availability of water and its ability to dispose of produced water gathered from drilling and production activities. Restrictions on the Company's ability to obtain water or dispose of produced water may have a material adverse effect on its financial condition, results of operations and cash flows" for additional information.
Hydraulic fracturing. Hydraulic fracturing is an important and common practice to stimulate production of oil and gas from dense subsurface rock formations. The process involves the injection of water, sand and additives under pressure into targeted subsurface formations to fracture the surrounding rock and stimulate oil and gas production. The Company routinely conducts hydraulic fracturing in its drilling and completion programs. The process is typically regulated by state oil and gas commissions, but, in recent years, several federal, state and local agencies have asserted regulatory authority over certain aspects of the process. Additionally, from timethe threat of climate change has resulted in increasing political risks in the United States, including climate-related pledges to time, the U.S. Congress has considered legislation that would provide for federal regulation ofban hydraulic fracturing of oil and disclosuregas wells being made by certain candidates seeking the office of chemicals usedPresident of the United Sates in the fracturing process but, to date, no such federal legislation has been adopted. The Company participates in FracFocus, a national publicly accessible internet-based registry that provides the public access to Company-reported information on the additives it uses in the hydraulic fracturing process on wells the Company operates.2020. In the event federal, state or local restrictions are adopted in areas where the Company is currently conducting operations, or in the future plans to conduct operations, the Company may incur additional costs to comply with such requirements that may be significant in nature, experience delays, curtailment or a cessation in the pursuit of exploration, development or production activities, and be limited or precluded in the drilling of wells or the volume that the Company is ultimately able to produce from its reserves.
See "Item 1A. Risk Factors - Laws and regulations regarding hydraulic fracturing, as well as governmental reviews of such activities, could result in increased costs and additional operating restrictions, delays or cancellations and have a material adverse effect on the Company's production" and "Item 1A. Risk Factors - The Company's hydraulic fracturing and former sand mining operations and hydraulic fracturing may result in silica-related health issues and litigation that could have a material adverse effect on the Company" for additional information.
Air emissions. The federal Clean Air Act (the "CAA") and comparable state laws regulate emissions of various air pollutants through air emissions permitting programs and the imposition of other compliance requirements. Such laws and regulations could require a facility to obtain pre-approval for construction or modification projects expected to produce new air pollutant emissions or result in the increase of existing air pollutant emissions. Additionally, these legal requirements could impose stringent air permit conditions or utilize specific emission control technologies to limit emissions of certain air pollutants. Federal and state regulatory agencies can also impose administrative, civil and criminal penalties for noncompliance with air permits or other requirements of the CAA and associated state laws and regulations.
See "Item 1A. Risk Factors - The Company's operations are subject to stringent environmental, oil and gas-related and occupational safety and health laws and regulations that could cause it to delay, curtail or cease its operations or expose it to material costs and liabilities" for additional information.
Climate change. Climate change continues to attract considerable public, political and scientific attention. As a result, numerous proposalsregulatory initiatives have been made,proposed, and are likely to continue to be made,proposed, at the international, national, regional and state levels of government to monitor and limit existing sources of GHG emissions of GHGs.as well as to restrict or eliminate emissions from new sources. These regulatory efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. Additionally, the threat of climate change has resulted in increasing political, litigation and financial risks associated with the production of fossil fuels and emission of GHGs. The adoption and implementation of any federal or state legislation, regulations or regulationsexecutive orders or the occurrence of any litigation or financial developments that require reportingimpose more stringent requirements or bans on GHG-emitting production activities or locations where such production activities may occur, impose liabilities for past conduct relating to GHG-emitting production activities, or limit or eliminate sources of GHGs or otherwise restrict emissionsfinancing for on-
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going production operations could require the Company to incur increased operating costs, such as compliance or consumption costs, and thereby reduce demand for oil and gas, or otherwise impair the ability of the Company to purchase andcontinue to operate emissions control systems, acquire emissions allowances or comply with new regulatory or reporting requirements.in an economic manner.

See "Item 1A. Risk Factors - ClimateThe Company’s operations are subject to a number of risks arising out of concerns regarding the threat of climate change, legislationincluding regulatory, political, litigation and regulatory initiatives restricting emissions of GHGsfinancial risks, that could result in increased operating costs and reducedcosts of compliance, limit the areas in which oil and gas production may occur, reduce demand for the oil NGL and gas the Company produces, and expose the Company to the risk of increased activism and decreased funding for the industry, while the potential physical effects of climate change could disrupt the Company's production and cause it to incur significant costs"costs in preparing for or responding to those effects" for additional information.

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Endangered species. The federal Endangered Species Act (the "ESA") and analogous state laws regulate activities that could have an adverse effect on species listed as threatened or endangered under the ESA. Some of the Company's operations are conducted in areas where protected species or their habitats are known to exist. In these areas, the Company may be obligated to develop and implement plans to avoid potential adverse effects to protected species and their habitats, and the Company may be delayed, restricted or prohibited from conducting operations in certain locations or during certain seasons, such as breeding and nesting seasons, when the Company's operations could have an adverse effect on the species. It is also possible that a federal or state agency could order a complete halt to drilling activities in certain locations if it is determined that such activities may have a serious adverse effect on a protected species.
See "Item 1A. Risk Factors - Laws and regulations pertaining to protection of threatened and endangered species or to critical habitat, wetlands and natural resources could delay, restrict or prohibit the Company's operations and cause it to incur substantial costs that may have a material adverse effect on the Company's development and production of reserves" for additional information.
Activities on federal lands. Oil and gas exploration, development and production activities on federal lands are subject to the National Environmental Policy Act ("NEPA"). NEPA requires federal agencies, including the federal Bureau of Land Management (the "BLM"), to evaluate major agency actions having the potential to significantly impact the environment. In the course of such evaluations, an agency will prepare an Environmental Assessment that assesses the potential direct, indirect and cumulative impacts of a proposed project and, if necessary, will prepare a more detailed Environmental Impact Statement that may be made available for public review and comment. Currently, the Company has minimal exploration and production activities on federal lands.However, for those current activities, as well as for future or proposed exploration and development plans on federal lands, governmental permits or authorizations that are subject to the requirements of NEPA are required. This process has the potential to delay or limit, or increase the cost of, the development of some of the Company's oil and gas projects. Authorizations under NEPA are also subject to protest, appeal or litigation, any or all of which may delay or halt projects. Moreover, depending on the mitigation strategies recommended in the Environmental Assessments, the Company could incur added costs, which could be substantial.
Occupational health and safety. The Company's operations are subject to the requirements of the federal Occupational Safety and Health Act and comparable state statutes. These laws and the implementing regulations issued by OSHA strictly govern the protection of the health and safety of employees. The OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of CERCLA and similar state statutes require that the Company organize or disclose information about hazardous materials used or produced in the Company's operations.
Additionally, the Company's sand mining operations are subject to mining safety regulation. The U.S. Mining Safety and Health Administration (the "MSHA") is the primary regulatory organization that regulates quarries, surface mines, underground mines and the industrial mineral processing facilities associated with and located at quarries and mines. The Company's sand mining operations are subject to the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment and other matters.
OSHA amended its legal requirements in 2016, publishingpublished a final rule in 2016 that established a more stringent permissible exposure to respirable crystalline silica and provides other provisions to protect employees. This final rule required compliance with most applicable requirements by various industry sectors, including the hydraulic fracturing sector, by June 2018.2018, and further requires compliance with engineering control obligations to limit exposures to respirable crystalline silica in connection with hydraulic fracturing activities by June 2021. Respirable silica is a known health hazard for workers exposed over long periods. The MSHA has considered the adoption of similar rules, but thus far no such rulemaking has been issued. If any new rule were issued by the MSHA that significantly lowered the workplace exposure limit to respirable crystalline silica, the Company could experience significantly higher costs for sand and pressure pumping services.
See "Item 1A. Risk Factors - The Company's operations are subject to stringent environmental, oil and gas-related and occupational safety and health laws and regulations that could cause it to delay, curtail or cease its operations or expose it to material costs and liabilities" and "Item 1A. Risk Factors - The Company's hydraulic fracturing and former sand mining operations and hydraulic fracturing may result in silica-related health issues and litigation that could have a material adverse effect on the Company" for additional information.
Other regulation of the oil and gas industry. The oil and gas industry is regulated by numerous federal, state and local authorities. Legislation affecting the oil and gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Also, numerous federal and state departments and agencies are authorized by statute to issue rules and regulations that are binding on the oil and gas industry and its individual members, some of which carry substantial penalties for failure to comply. Although the regulatory burden on the oil and gas industry may increase the Company's cost of doing business by increasing the cost of production, the Company believes that these burdens generally do not affect the Company any differently

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or to any greater or lesser extent than they affect other companies in the industry with similar types, quantities and locations of production.
Development and production. Development and production operations are subject to various types of regulation at the federal, state and local levels. These types of regulation include requiring permits for the drilling of wells, the posting of bonds in connection with various types of activities and filing reports concerning operations. Most states, and some counties and municipalities, in which the Company operates also regulate one or more of the following:
the location of wells;
the method of drilling and casing wells;
the method and ability to fracture stimulate wells;
the surface use and restoration of properties upon which wells are drilled;
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the plugging and abandoning of wells; and
notice to surface owners and other third parties.
State laws regulate the size and shape of drilling and spacing units or proration units governing the pooling of oil and gas properties. Some states allow forced pooling or integration of tracts to facilitate development, while other states rely on voluntary pooling of lands and leases. In some instances, forced pooling or unitization may be implemented by third parties and may reduce the Company's interest in the unitized properties. In addition, state conservation laws establish maximum rates of production from oil and gas wells, generally prohibit the venting or flaring of gas and impose requirements regarding production rates. These laws and regulations may limit the amount of oil and gas the Company can produce from the Company's wells or limit the number of wells or the locations that the Company can drill. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil, NGL and gas within its jurisdiction. States do not regulate wellhead prices or engage in other similar direct regulation, but there can be no assurance that they will not do so in the future. The effect of such future regulations may limit the amounts of oil and gas that may be produced from the Company's wells, negatively affect the economics of production from these wells or limit the number of locations the Company can drill.
Regulation of transportation and sale of gas. The availability, terms and cost of transportation significantly affect sales of gas. Federal and state regulations govern the price and terms for access to gas pipeline transportation. Intrastate gas pipeline transportation activities are subject to various state laws and regulations, as well as orders of state regulatory bodies. The interstate transportation and sale of gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters, primarily by the Federal Energy Regulatory Commission ("FERC"). FERC endeavors to make gas transportation more accessible to gas buyers and sellers on an open-access and non-discriminatory basis.
Pursuant to the Energy Policy Act of 2005 ("EPAct 2005") it is unlawful for any entity, such as the Company, to use any deceptive or manipulative device or contrivance in connection with the purchase or sale of gas or transportation services subject to regulation by FERC, in contravention of rules prescribed by FERC. The EPAct 2005 also gives FERC authority to impose civil penalties of up to $1 million per day, subject to annual inflation adjustment, for each violation of the Natural Gas Act ("NGA"), the Natural Gas Policy Act of 1978 and related regulations.
Under FERC Order 704, which regulates annual gas transaction reporting requirements, any market participant, including a producer such as the Company, that engages in wholesale sales or purchases of gas that equal or exceed 2.2 million MMBtus of physical gas in the previous calendar year must annually report such sales and purchases to FERC on Form No. 552 by May 1 of the year following the calendar year when such sales and purchases occurred. Form No. 552 contains aggregate volumes of wholesale gas purchased or sold in the prior calendar year to the extent such transactions utilize, contribute to or may contribute to the formation of price indices. Order 704 is intended to increase the transparency of the wholesale gas markets and to assist FERC in monitoring those markets and in detecting market manipulation.
Intrastate gas pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate gas pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate gas pipeline rates, vary from state to state. Additional proposals and proceedings that might affect the gas industry are considered from time to time by the U.S. Congress, FERC, state legislatures, state regulatory bodies and the courts. The Company cannot predict when or if any such proposals might become effective or their effect, if any, on its operations. The Company believes that the regulation of intrastate gas pipeline transportation rates will not affect its operations in any way that is materially different from the effects on its similarly situated competitors.
See additional information in "Item 1A. Risk Factors - The Company may not be able to obtain access on commercially reasonable terms or otherwise to pipelines and storage facilities, gathering systems and other transportation, processing, fractionation, refining and export facilities to market its oil, NGL and gas production; the Company relies on a limited number of purchasers for a majority of its products" and "Item 1A. Risk Factors - The Company's transportation of gas, sales and purchases

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of oil, NGL, gas or other energy commodities, and any derivative activities related to such energy commodities, expose the Company to potential regulatory risks."
Gas processing. The Company's gas processing operations are generally not subject to FERC or state regulation with respect to rates or terms and conditions of service.
See "Item 1A. Risk Factors - The Company's gas processing, gathering and treating operations are subject to operational and regulatory risks, which could result in significant damages and the loss of revenue" for additional information.
Gas gathering. Section 1(b) of the NGA exempts gas gathering facilities from FERC jurisdiction. While the Company owns or operates some gas gathering facilities, the Company also depends on gathering facilities owned and operated by third
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parties to gather production from its properties, and therefore the Company is affected by the rates charged by these third parties for gathering services. To the extent that changes in federal or state regulation affect the rates charged for gathering services, the Company also may be affected by these changes. The Company does not anticipate that the Company would be affected any differently than similarly situated gas producers.
See "Item 1A. Risk Factors - The Company's gas processing, gathering, and treating operations are subject to operational and regulatory risks, which could result in significant damages and the loss of revenue" and "Item 1A. Risk Factors - The Company may not be able to obtain access on commercially reasonable terms or otherwise to pipelines and storage facilities, gathering systems and other transportation, processing, fractionation, refining and export facilities to market its oil, NGL and gas production; the Company relies on a limited number of purchasers for a majority of its products" for additional information.
Regulation of transportation and sale of oil and NGL. Intrastate liquids pipeline transportation rates, terms and conditions are subject to regulation by numerous federal, state and local authorities and, in a number of instances, the ability to transport and sell such products on interstate pipelines is dependent on pipelines that are also subject to FERC jurisdiction under the Interstate Commerce Act (the "ICA"). The Company does not believe these regulations affect it any differently than other producers.
The ICA requires that pipelines maintain a tariff on file with the FERC. The tariff sets forth the established rates as well as the rules and regulations governing the service. The ICA requires, among other things, that rates and terms and conditions of service on interstate common carrier pipelines be "just and reasonable." Such pipelines must also provide jurisdictional service in a manner that is not unduly discriminatory or unduly preferential. Shippers have the power to challenge new and existing rates and terms and conditions of service before the FERC.
Rates of interstate liquids pipelines are currently regulated by the FERC, primarily through an annual indexing methodology, under which pipelines increase or decrease their rates in accordance with an index adjustment specified by the FERC. For the five-year period beginning in July 2016, the FERC established an annual index adjustment equal to the change in the producer price index for finished goods plus 1.23 percent. This adjustment is subject to review every five years. Under the FERC's regulations, a liquids pipeline can request a rate increase that exceeds the rate obtained through application of the indexing methodology by using a cost-of-service approach, but only after the pipeline establishes that a substantial divergence exists between the actual costs experienced by the pipeline and the rates resulting from application of the indexing methodology. Increases in liquids transportation rates may result in lower revenue and cash flows for the Company.
In addition, due to common carrier regulatory obligations of liquids pipelines, capacity must be prorated among shippers in an equitable manner in the event there are nominations in excess of capacity by current shippers or capacity requests are received from a new shipper. Therefore, new shippers or increased volumevolumes by existing shippers may reduce the capacity available to the Company. Any prolonged interruption in the operation or curtailment of available capacity of the pipelines that the Company relies upon for liquids transportation could have a material adverse effect on its business, financial condition, results of operations and cash flows. However, the Company believes that access to liquids pipeline transportation services generally will be available to it to the same extent, if not better given the Company's firm transportation contracts, as to its similarly situated competitors.
In November 2009, the Federal Trade Commission (the "FTC") issued regulations pursuant to the Energy Independence and Security Act of 2007 intended to prohibit market manipulation in the petroleum industry. Violators of the regulations face civil penalties of up to $1 million per violation per day, subject to annual inflation adjustment. The Commodity Futures Trading Commission (the "CFTC") has also issued anti-manipulation rules that subject violators to a civil penalty of up to the greater of $1 million per violation, subject to annual inflation adjustment, or triple the monetary gain to the person for each violation.
See "Items 1A. Risk Factors - The Company's transportation of gas, sales and purchases of oil, NGL, gas or other energy commodities, and any derivative activities related to such energy commodities, expose the Company to potential regulatory risks."
Energy commodity prices. Sales prices of oil, condensate, NGL and gas are not currently regulated and sales are made at market prices. Although prices of these energy commodities are currently unregulated, the U.S. Congress historically has been

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active in their regulation. The Company cannot predict whether new legislation to regulate oil and gas might actually be enacted by the U.S. Congress or the various state legislatures, and what effect, if any, the proposals might have on the Company's operations.
Transportation of hazardous materials. The federal Department of Transportation has adopted regulations requiring that certain entities transporting designated hazardous materials develop plans to address security risks related to the transportation of hazardous materials. The Company does not believe that these requirements will have an adverse effect on the Company or its operations. The Company cannot provide any assurance that the security plans required under these regulations would
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protect against all security risks and prevent an attack or other incident related to the Company's transportation of hazardous materials.
ITEM 1A.RISK FACTORS
ITEM 1A.RISK FACTORS
The nature of the business activities conducted by the Company subjects it to certain hazards and risks. The following is a summary of some of the material risks relating to the Company's business activities. Other risks are described in "Item 1. Business — Competition, Markets and Regulations," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk." These risks are not the only risks facing the Company. The Company's business could also be affected by additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial. If any of these risks actually occurs, it could materially harm the Company's business, financial condition or results of operations or impair the Company's ability to implement business plans or complete development activities as scheduled. In that case, the market price of the Company's common stock could decline.
The prices of oil, NGL and gas are highly volatile and have declined significantly in recent years. A sustained decline in these commodity prices could materially and adversely affect the Company's business, financial condition and results of operations.
The Company's revenues, profitability, cash flow and future rate of growth are highly dependent on commodity prices. Commodity prices may fluctuate widely in response to relatively minor changes in the supply of and demand for oil, NGL and gas, market uncertainty and a variety of additional factors that are beyond the Company's control, such as:
domestic and worldwide supply of and demand for oil, NGL and gas;
worldwide oil, NGL and gas inventory levels, including at Cushing, Oklahoma, the benchmark location for WTI oil prices, and the U.S. Gulf Coast, where the majority of the U.S. refinery capacity exists;
volatility and trading patterns in the commodity-futures markets;
the capacity of U.S. and international refiners to utilize U.S. supplies of oil and condensate;
weather conditions;
overall domestic and global political and economic conditions;conditions, including the imposition of tariffs or trade or other economic sanctions, political instability or armed conflict in oil and gas producing regions;
global or national health concerns, including the outbreak of pandemic or contagious disease, such as the recent coronavirus, which may reduce demand for oil, NGL and gas because of reduced global or national economic activity;
actions of OPEC, its members and other state-controlled oil companies relating to oil price and production controls;
the price and quantity of oil, NGL and LNG imports to and exports from the U.S.;
technological advances or social attitudes or policies affecting energy consumption and energy supply;
domestic and foreign governmental regulations, including environmental regulations, climate change regulations and taxation;
the effect of energy conservation efforts;
stockholder activism or activities by non-governmental organizations to limit certain sources of capital for the energy sector or restrict the exploration, development and production of oil and gas;
the proximity, capacity, cost and availability of pipelines and other transportationprocessing, fractionation, refinery, storage and export facilities; and
the price, availability and acceptance of alternative fuels.
Commodity prices have historically been, and continue to be, extremely volatile. For example, the NYMEXBrent oil prices in 20182019 ranged from a high of $76.41$74.57 to a low of $42.53$54.91 per Bbl and the NYMEX gas prices in 20182019 ranged from a high of $4.84$3.59 to a low of $2.55$2.07 per MMBtu. TheMMBtu.The Company expects this volatility to continue. A further or extended decline in commodity prices could materially and adversely affect the Company's future business, financial condition, results of operations, liquidity or its ability to repurchase shares of common stock, pay dividends or finance planned capital expenditures. The Company makes price assumptions that are used for planning purposes, and a significant portion of the Company's cash outlays, including rent, salaries and noncancelablenoncancellable capital and transportation commitments, are largely fixed in nature. Accordingly, if commodity prices are below the expectations on which these commitments were based, the Company's financial results are likely to be adversely and disproportionately affected because these cash outlays are not variable in the short term and cannot be quickly reduced to respond to unanticipated decreases in commodity prices.
Significant or extended price declines could also materially and adversely affect the amount of oil, NGL and gas that the Company can produce economically, which may result in the Company having to make significant downward adjustments to its estimated proved reserves. A reduction in production could also result in a shortfall in expected cash flows and require the
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Company to reduce capital spending or borrow funds to cover any such shortfall. Any of these factors could negatively affect the Company's ability to replace its production and its future rate of growth.

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The Company could experience periods of higher costs if commodity prices rise. These increases could reduce the Company's profitability, cash flow and ability to complete development activities as planned.
Historically, the Company's capital and operating costs have risen during periods of increasing oil, NGL and gas prices. These cost increases result from a variety of factors beyond the Company's control, such as increases in the cost of electricity, steel and other raw materials that the Company and its vendors rely upon; increased demand for labor, services and materials as drilling activity increases; and increased production and ad valorem taxes. Decreased levels of drilling activity in the oil and gas industry have historically led to cost reductions for some drilling equipment, materials and supplies. However, such costs may rise faster than increases in the Company's revenue if commodity prices rise, thereby negatively impacting the Company's profitability, cash flow and ability to complete development activities as scheduled and on budget. This impact may be magnified to the extent that the Company's ability to participate in the commodity price increases is limited by its derivative risk management activities.
Declining general economic, business or industry conditions could have a material adverse effect on the Company's results of operations.
The economies in the United States and certain countries in Europe and Asia have been growing, with resulting improvements in industrial demand and consumer confidence. However, other economies, such as those of certain South American nations, continue to face economic struggles or slowing economic growth. If these conditions worsen, combined with a decline in economic growth in other parts of the world, there could be a significant adverse effect on global financial markets and commodity prices. In addition, continued hostilities in the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy. Global or national health concerns, including the outbreak of pandemic or contagious disease, such as the recent coronavirus, may adversely affect the Company by (i) reducing demand for its oil, NGL and gas because of reduced global or national economic activity, (ii) impairing its supply chain (for example, by limiting manufacturing of materials used in operations), and (iii) affecting the health of its workforce, rendering employees unable to work or travel. If the economic climate in the United States or abroad were to deteriorate, demand for petroleum products could diminish or stagnate, which could depress the prices at which the Company could sell its oil, NGLs and gas, affect the ability of the Company's vendors, suppliers and customers to continue operations and ultimately decrease the Company's cash flows and profitability. In addition, reduced worldwide demand for debt and equity securities issued by oil and gas companies may make it more difficult for it to raise capital.
The refining industry may be unable to absorb rising U.S. oil and condensate production; in such a case, the resulting surplus could depress prices and restrict the availability of markets, which could materially and adversely affect the Company's results of operations.
Absent an expansion of U.S. refining and export capacity, rising U.S. production of oil and condensates could result in a surplus of these products in the U.S., which would likely cause prices for these commodities to fall and markets to constrict. Although U.S. law was changed in 2015 to permit the export of oil, exports may not occur if demand is lacking in foreign markets or the price that can be obtained in foreign markets does not support associated export capacity expansions, transportation and other costs. In such circumstances, the rate of return on the Company's capital projects would decline, possibly to levels that would make execution of the Company's drilling plans uneconomical, and a lack of market for the Company's products could require that the Company shut in some portion of its production. If this were to occur, the Company's production and cash flow could decrease, or could increase less than forecasted, which could have a material adverse effect on the Company's cash flow and profitability.
The Company faces significant competition and some of its competitors have resources in excess of the Company's available resources.
The oil and gas industry is highly competitive. The Company competes with a large number of companies, producers and operators in a number of areas such as:
seeking to acquire oil and gas properties suitable for developmentexploration or exploration;development;
marketing oil, NGL and gas production; and
seeking to acquire the equipment, services and expertise, including trained personnel, necessary to identify, evaluate, operatedevelop and developoperate its properties.
Some of the Company's competitors are larger and have substantially greater financial and other resources than the Company, and as such, the Company may be at a competitive disadvantage in the identification, acquisition and development of properties that complement the Company's operations. To a lesser extent, theThe Company also faces competition from companies that supply alternative sources of energy, such as wind or solar power.

Competition is expected to increase and in certain cases,
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governments are providing tax advantages and other subsidies to support alternative energy sources or are mandating the use of specific fuels or technologies. Governments and other parties are also promoting research into new technologies to accelerate the implementation of alternative energy sources.
The Company's operations involve many operational risks, some of which could result in unforeseen interruptions to the Company's operations and substantial losses to the Company for which the Company may not be adequately insured.
The Company's operations, including drilling and completion activities and water distribution, collection and disposal activities, are subject to all the risks incident to the oil and gas development and production business, including:
blowouts, cratering, explosions and fires;
adverse weather effects;
environmental hazards, such as NGL and gas leaks, oil and produced water spills, pipeline and vessel ruptures, encountering naturally occurring radioactive materials ("NORM"), and unauthorized discharges of toxic chemicals, gases, brine, well stimulation and completion fluids or other pollutants onto the surface or into the subsurface environment;
high costs, shortages or delivery delays of equipment, labor or other services or water and sand for hydraulic fracturing;
facility or equipment malfunctions, failures or accidents;
title problems;
pipe or cement failures or casing collapses;
uncontrollable flows of oil, gas or water;
compliance with environmental and other governmental requirements;
lost or damaged oilfield workover and service tools;
surface access restrictions;
unusual or unexpected geological formations or pressure or irregularities in formations;
terrorism, vandalism and physical, electronic and cyber security breaches;cybersecurity breaches, and global or national health concerns, including the outbreak of pandemic or contagious disease, such as the recent coronavirus; and
natural disasters.
The Company's overall exposure to operational risks may increase as its drilling activity expands and as it increases internally-provided well services, water distribution, water collection, or disposal andor other services. In addition, any of these risks could adversely impact the Company’s service providers and suppliers, causing its supply chains to be interrupted, slowed, or rendered inoperable. Any of these risks could result in substantial losses to the Company due to injury or loss of life, damage to or destruction of wells, production facilities or other property and natural resources, clean-up responsibilities, regulatory investigations and penalties and suspension of operations.
The Company may not be insured or is not fully insured against certain of the risks described above, either because such insurance is not available or because of the high premium costs and deductibles associated with obtaining such insurance. Additionally, the Company relies to a large extent on facilities owned and operated by third-parties, and damage to or destruction of those third-party facilities could adversely affect the ability of the Company to produce, transport and sell its hydrocarbons.
The Company's operations and drilling activity are concentrated in the Permian Basin of West Texas, an area of high industry activity, which may affect its ability to obtain the personnel, equipment, services, resources and facilities access needed to complete its development activities as planned or result in increased costs; such concentration also makes the Company vulnerable to risks associated with operating in a limited geographic area.
The Company's producing properties are geographically concentrated in the Permian Basin of West Texas. At December 31, 2018, 93 percent of the Company's total estimated proved reserves were attributable to properties located in this area. In addition, the Company's operations and drilling activity are concentrated in this area where industryIndustry activity is high. As a result,high in the Permian Basin and demand for and costs of personnel, equipment, power, services and resources has increased, as well as the costs for these items.remains high. Any delay or inability to secure the personnel, equipment, power, services and resources could result in oil, NGL and gas production volumes being below the Company's forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on the Company's results of operations, cash flow and profitability.
As a result of this concentration, the Company may be disproportionately exposed to the impact of delays or interruptions of operations or production in this area caused by external factors such as governmental regulation, state politics, market limitations, water or sand shortages or extreme weather related conditions.
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The Company's actual production could differ materially from its forecasts.
From time to time, the Company provides forecasts of expected quantities of future oil and gas production and other financial and operating results. These forecasts are based on a number of estimates and assumptions, including that none of the risks associated with the Company's oil and gas operations summarized in this "Item 1A. Risk Factors" occur. Production forecasts, specifically, are based on assumptions such as:
expectations of production from existing wells and future drilling activity;
the absence of facility or equipment malfunctions;
the absence of adverse weather effects;

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expectations of commodity prices, which could experience significant volatility;
expected well costs; and
the assumed effects of regulation by governmental agencies, which could make certain drilling activities or production uneconomical.
Should any of these assumptions prove inaccurate, or should the Company's development plans change, actual production could be materially and adversely affected.
Exploration and development drilling involve substantial costs and risks and may not result in commercially productive reserves.
Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain and drilling operations may be curtailed, delayed or canceled, or become costlier, as a result of a variety of factors, including:
unexpected drilling conditions;
unexpected pressure or irregularities in formations;
equipment failures or accidents;
construction delays;
fracture stimulation accidents or failures;
adverse weather conditions;
restricted access to land for drilling or laying pipelines;
title defects;
lack of available gathering, transportation, processing, fractionation, storage, refining or export facilities;
lack of available capacity on interconnecting transmission pipelines;
access to, and the cost and availability of, the equipment, services, resources and personnel required to complete the Company's drilling, completion and operating activities; and
delays imposed by or resulting from compliance with or changes in environmental and other governmental, regulatory or contractual requirements.
The Company's future drilling activities may not be successful and, if unsuccessful, the Company's proved reserves and production would decline, which could have an adverse effect on the Company's future results of operations and financial condition. While all drilling, whether developmental, extension or exploratory, involves these risks, exploratory and extension drilling involves greater risks of dry holes or failure to find commercial quantities of hydrocarbons. The Company expects that it will continue to experiencerecognize exploration and abandonment expense in 2019.2020.
Part of the Company's strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.
The Company's operations involve utilizing some of the latest drilling and completion techniques as developed by it and its service providers. Risks that the Company faces while drilling horizontal wells include, but are not limited to, the following:
landing the wellbore in the desired drilling zone;
staying in the desired drilling zone while drilling horizontally through the formation;
running casing the entire length of the wellbore; and
being able to run tools and other equipment consistently through the horizontal wellbore.
Risks that the Company faces while completing wells include, but are not limited to, the following:
the ability to fracture stimulate the planned number of stages;
the ability to run tools the entire length of the wellbore during completion operations; and
the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.
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Drilling in emerging areas is more uncertain than drilling in areas that are more developed and have a longer history of established drilling operations. New discoveries and emerging formations have limited or no production history and, consequently, the Company is more limited in assessing future drilling results in these areas. If the Company's drilling results are worse than anticipated, the return on investment for a particular project may not be as attractive as anticipated and the Company may recognize noncash charges to reduce the carrying value of its unproved properties in those areas.
Multi-well pad drilling may result in volatility in the Company's operating results.
The Company utilizes multi-well pad drilling, where practicable, and wells drilled on a pad are not placed on production until all wells on the pad are drilled and completed. In addition, problems affecting a single well could adversely affect production

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from all of the wells on the pad. As a result, multi-well pad drilling can cause delays in the scheduled commencement of production, or interruptions in ongoing production. These delays or interruptions may cause volatility in the Company's operating results. Further, any delay, reduction or curtailment of the Company's development and producing operations due to operational delays caused by multi-well pad drilling could result in the loss of acreage through lease expirations.expiration.
The Company's use of seismic data is subject to interpretation and may not accurately identify the presence of oil and gas, which could materially and adversely affect the results of its drilling operations.
Even when properly used and interpreted, seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those structures. As a result, the Company's drilling activities may not be successful or economic. In addition, the use of advanced technologies, such as 3-D seismic data, requires greater pre-drilling expenditures than traditional drilling strategies, and the Company could incur losses as a result of such expenditures.
The Company's expectations for future drilling activities will be realized over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of such activities.
The Company has identified drilling locations and prospects for future drilling opportunities, including development, exploratory and infill drilling activities. These drilling locations and prospects represent a significant part of the Company's future drilling plans. For example, the Company's proved reserves as of December 31, 20182019 include proved undeveloped reserves and proved developed non-producing reserves of 5539 MMBbls of oil, 2416 MMBbls of NGL and 14283 Bcf of gas. The Company's ability to drill and develop these locations depends on a number of factors, including the availability and cost of capital, regulatory approvals, negotiation of agreements with third parties, commodity prices, costs, access to and availability of equipment, services, resources and personnel, and drilling results. There can be no assurance that the Company will drill these locations or that the Company will be able to produce oil or gas reserves from these locations or any other potential drilling locations. Well results vary by formation and geographic area, and the Company'sCompany generally prioritizes its drilling activities are generally focusedto focus on remaining locations that are believed to offer the highest return. Changes in the laws or regulations on which the Company relies in planning and executing its drilling programs could materially and adversely impact the Company's ability to successfully complete those programs. For example, under current Texas laws and regulations, the Company may receive permits to drill, and may drill and complete, certain horizontal wells that traverse one or more units and/or leases; a change in those laws or regulations could materially and adversely impact the Company's ability to drill those wells. Because of these uncertainties, the Company cannot give any assurance as to the timing of these activities or that they will ultimately result in the realization of proved reserves or meet the Company's expectations for success. As such, the Company's actual drilling activities may materially differ from the Company's current expectations, which could have a material adverse effect on the Company's proved reserves, financial condition and results of operations.
The Company's operations are substantially dependent upon the availability of water and its ability to dispose of produced water gathered from drilling and production activities. Restrictions on the Company's ability to obtain water or dispose of produced water may have a material adverse effect on its financial condition, results of operations and cash flows.
Water is an essential component of the Company's drilling and hydraulic fracturing processes. Limitations or restrictions on the Company's ability to secure sufficient amounts of water (including limitations resulting from natural causes such as drought), could materially and adversely impact its operations. Severe drought conditions can result in local water districts taking steps to restrict the use of water in their jurisdiction for drilling and hydraulic fracturing in order to protect the local water supply. If the Company is unable to obtain water to use in its operations from local sources, it may need to be obtained from new sources and transported to drilling sites, resulting in increased costs, which could have a material adverse effect on its financial condition, results of operations and cash flows.
In addition, the Company must dispose of the fluids produced from oil and gas production operations, including produced water, which it does directly or through the use of third party vendors. The legal requirements related to the disposal of produced water into a non-producing geologic formation by means of underground injection wells are subject to change
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based on concerns of the public or governmental authorities regarding such disposal activities. One such concern arises from seismic events near underground disposal wells that are used for the disposal by injection of produced water resulting from oil and gas activities. In 2016, the United States Geological Survey identified Texas as being among the states with areas of increased rates of induced seismicity that could be attributed to fluid injection or oil and gas extraction. While the agency has seen these rates decrease since that time, concern continues to exist over earthquakes arising from induced seismic activities. In response to concerns regarding induced seismicity, regulators in some states have imposed, or are considering imposing, additional requirements in the permitting of produced water disposal wells to assess any relationship between seismicity and the use of such wells. For example, in Texas, the Texas Railroad Commission has adopted rules governing the permitting or re-permitting of wells used to dispose of produced water and other fluids resulting from the production of oil and gas in order to address these seismic activity concerns within the state. Among other things, these rules require companies seeking permits for disposal wells to provide seismic activity data in permit applications,

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provide for more frequent monitoring and reporting for certain wells and allow the state to modify, suspend or terminate permits on grounds that a disposal well is likely to be, or determined to be, causing seismic activity.
States may issue orders to temporarily shut down or to curtail the injection depth of existing wells in the vicinity of seismic events. Another consequence of seismic events may be lawsuits alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. These developments could result in additional regulation and restrictions on the use of injection wells by the Company or by commercial disposal well vendors whom the Company may use from time to time to dispose of produced water. Increased regulation and attention given to induced seismicity could also lead to greater opposition, including litigation to limit or prohibit oil and gas activities utilizing injection wells for produced water disposal. Any one or more of these developments may result in the Company or its vendors having to limit disposal well volumes, disposal rates and pressures or locations, or require the Company or its vendors to shut down or curtail the injection of produced water into disposal wells, which events could have a material adverse effect on the Company's business, financial condition and results of operations.
The Company's gas processing,gathering and treating operations are subject to operational and regulatory risks, which could result in significant damages and the loss of revenue.
As of December 31, 2018,2019, the Company ownedowns interests in 11 gas processing plants, including the related gathering systems, and two treating facilities. The Company is the operator of the two treating facilities and none of the gas processing plants. Two of the gas processing facilities are under construction and one of the treating facilities is not currently being used.systems. There are significant risks associated with the operation of gas processing plants and the associated gathering systems. Gas and NGLs are volatile and explosive and may include carcinogens. Damage to or improper operation of gas processing plants, gathering systems or treating facilities could result in an explosion or the discharge of toxic gases, which could result in significant damage claims in addition to interrupting a revenue source.
Moreover, while the Company's gas processing operationsand gathering systems generally are generally not currently subject to FERC or state regulation with respect to rates or terms and conditions of service, there can be no assurance that such processing and gathering operations will continue to be unregulated in the future. Although the processingthese facilities may not be directly regulated, other laws and regulations may affect the availability of gas for gathering and processing, such as state regulation ofregulations regarding production rates and maximum daily production allowablesallowable from gas wells, which could impact the Company's processing business.business in these areas. Such regulation could result in additional costs and reduced revenues.
The Company may not be able to obtain access on commercially reasonable terms or otherwise to pipelines and storage facilities, gathering systems and other transportation, processing, fractionation, refining and export facilities to market its oil, NGL and gas production; the Company relies on a limited number of purchasers for a majority of its products.
The marketing of oil, NGL and gas production depends in large part on the availability, proximity and capacity of pipelines and storage facilities, gathering systems and other transportation, processing, fractionation, refining and export facilities, as well as the existence of adequate markets. If there were insufficient capacity available on these systems, if these systems were unavailable to the Company or if access to these systems were to become commercially unreasonable, the price offered for the Company's production could be significantly depressed, or the Company could be forced to shut in some production or delay or discontinue drilling plans and commercial production following a discovery of hydrocarbons while it constructs its own facility or awaits the availability of third party facilities. The Company also relies (and expects to rely in the future) on facilities developed and owned by third parties in order to store, process, transport, fractionate and sell its oil, NGL and gas production. The Company's plans to develop and sell production from its oil and gas reserves could be materially and adversely affected by the inability or unwillingness of third parties to provide sufficient transportation, storage or processing, fractionation, refining or export facilities to the Company, especially in areas of planned expansion where such facilities do not currently exist. Additionally, certain of these challenges may be compounded by the high level of industry activity in the Permian Basin.
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For example, following Hurricane Harvey in 2017 and Hurricanes Gustav and Ike in 2008, certain Permian Basin gas processors were forced to shut down their plants due to the inability of certain Texas Gulf Coast NGL fractionators to operate. The Company was able to produce its oil wells and vent or flare the associated gas; however, there is no certainty the Company will be able to vent or flare gas in the future due to potential changes in regulations.The amount of oil and gas that can be produced is subject to limitations in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage to the gathering, transportation, storage, processing, fractionation, refining or export facilities, or lack of capacity at such facilities. The Company has periodically experienced high line pressure at its tank batteries, which has occasionally led to the flaring of gas due to the inability of the gas gathering systems in the areas to support the increased gas production. The curtailments arising from these and similar circumstances may last from a few days to several months, and in many cases, the Company may be provided only limited, if any, notice as to when these circumstances will arise and their duration.
To the extent that the Company enters into transportation contracts with pipelines that are subject to FERC regulation, the Company is subject to FERC requirements related to use of such capacity. Any failure on the Company's part to comply with FERC's regulations and policies or with a FERC-related pipeline's tariff could result in the imposition of civil and criminal penalties.

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A limited number of companies purchase a majority of the Company's oil, NGL and gas. The loss of a significant purchaser could have a material adverse effect on the Company's ability to sell its production.
A failure by purchasers of the Company's production to satisfy their obligations to the Company could require the Company to recognize a charge in earnings and have a material adverse effect on the Company's results of operation.
The Company relies on a limited number of purchasers to purchase a majority of its products. To the extent that purchasers of the Company's production rely on access to the credit or equity markets to fund their operations, there is a risk that those purchasers could default in their contractual obligations to the Company if such purchasers were unable to access the credit or equity markets for an extended period of time. If for any reason the Company were to determine that it was probable that some or all of the accounts receivable from any one or more of the purchasers of the Company's production were uncollectible, the Company would recognize a charge in the earnings of that period for the probable loss.
Laws and regulations regarding hydraulic fracturing, as well as governmental reviews of such activities, could result in increased costs and additional operating restrictions, delays or cancellations and have a material adverse effect on the Company's production.
Hydraulic fracturing is a common practice that is used to stimulate production of hydrocarbons from tight formations. The Company conducts hydraulic fracturing in the majority of its drilling and completion programs. The process involves the injection of water, sand or other proppants and additives under pressure into targeted subsurface formations to stimulate oil and gas production. The process is typically regulated by state oil and gas commissions or similar agencies, but in recent years, several federal agencies have conducted investigations or asserted regulatory authority over certain aspects of the process. For example, in 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, concluding that "water cycle" activities associated with hydraulic fracturing may impact drinking water resources under certain circumstances. Additionally, the EPA has asserted regulatory authority pursuant to the SDWA's UIC program over hydraulic fracturing activities involving the use of diesel and has issued guidance in 2014 covering such activities. Moreover, in 2014, the EPA has published an Advance Notice of Proposed Rulemaking to collect data on chemicals used in hydraulic fracturing under the Toxic Substances Control Act and in 2016, publishedhas implemented a final rule under the CWA prohibiting the discharge of wastewater from onshore unconventional oil and gas extraction facilities to publicly-owned wastewater treatment plants. Also, the BLMfederal Bureau of Land Management ("BLM") published a final rule in 2015 establishingthat established new or more stringent standards for performing hydraulic fracturing on federal and American Indian lands, but thelands. The BLM rescinded the 2015 rule in December 2017. However,late 2017; however, litigation was filed in federal court in January 2018 challenging the BLM's rescission ofdecision to rescind the 2015 rule and legal challenges remain pending.remains pending in federal district court.
From time to time, the U.S. Congress has considered adopting legislation intended to provide for federal regulation of hydraulic fracturing and to require disclosure of the additives used in the hydraulic-fracturing process. In addition, certain states, including Texas where the Company operates, have adopted, and other states are considering adopting, regulations that could impose new or more stringent permitting, disclosure, disposal and well-construction requirements on hydraulic-fracturing operations. For example, in April 2019, Colorado passed legislation reforming exploration and production activities by the oil and gas industry in the state including, among other things, revising the mission of the state oil and gas agency from fostering energy development in the state to instead focusing on regulating the industry in a manner that is protective of public health and safety and the environment, as well as authorizing cities and counties to regulate oil and gas operations within their jurisdictions as they do other development. While the Company does not conduct operations in Colorado, passage or enactment of similar legislation in other states in which it does operate could significantly increase the Company’s operating costs and have a
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significant adverse effect on the Company’s ability to conduct operations. States could elect to prohibit hydraulic fracturing or high volume hydraulic fracturing altogether, following the leadapproach taken by the states of Vermont, Maryland and New York. Also, local land use restrictions, such as city ordinances, may be adopted to restrict or prohibit drilling in general or hydraulic fracturing in particular. In Texas, legislation was adopted providing that the regulation of oil and gas operations in Texas is under the exclusive jurisdiction of the state and thus preempts local regulation of those operations. Nonetheless, municipalities and political subdivisions in Texas continue to have the right to enact "commercially reasonable" regulations for surface activities.
Also, the threat of climate change has resulted in increasing political risks in the United States, including climate-related pledges to ban hydraulic fracturing of oil and gas wells being made by certain candidates seeking the office of President of the United States in 2020. Additionally, Senator Bernie Sanders (D-VT), who is one of the presidential candidates that has pledged to ban hydraulic fracturing, introduced Senate Bill 3247 on January 28, 2020 that, if enacted as proposed, would ban hydraulic fracturing nationwide by 2025.
In the event federal, state or local restrictions or bans pertaining to hydraulic fracturing are adopted in areas where the Company is currently conducting operations, or in the future plans to conduct operations, the Company may incur additional costs to comply with such requirements, experience restrictions, delays or cancellations in the pursuit of exploration, development or production activities, and perhaps be limited or precluded in the drilling of wells or in the volume that the Company is ultimately able to produce from its reserves; one or more of which developments could have a material adverse effect on the Company.
The Company's operations are subject to stringent environmental, oil and gas-related and occupational safety and health laws and regulations that could cause it to delay, curtail or cease its operations or expose it to material costs and liabilities.
The Company's operations are subject to stringent federal, state and local laws and regulations governing, among other things, the drilling of wells, rates of production, the size and shape of drilling and spacing units or proration units, the transportation and sale of oil, NGL and gas, and the discharging of materials into the environment and environmental protection. For example, state laws regulate the size and shape of drilling and spacing units or proration units governing the pooling of oil and gas properties. Some states allow forced pooling or integration of tracts to facilitate development, while other states rely on voluntary pooling of lands and leases. In some instances, forced pooling or unitization may be implemented by third parties and may reduce the Company's interest in the unitized properties. In addition, state conservation laws (i) establish maximum rates of production from oil and gas wells, (ii) generally prohibit the venting or flaring of gas and (iii) impose requirements regarding production rates. These laws and regulations may limit the amount of oil and gas the Company can produce from the Company's wells or limit the number of wells or the locations that the Company can drill.
In connection with its operations, the Company must obtain and maintain numerous environmental and oil and gas-related permits, approvals and certificates from various federal, state and local governmental authorities, and may incur substantial costs in doing so. The need to obtain permits has the potential to delay, curtail or cease the development of oil and gas projects. OverThe Company may in the next several years, the Company mayfuture be charged royalties on gas emissions or required to incur certain capital expenditures for air pollution control equipment or other air emissions-related issues. For example, in 2015, the EPA issued a final rule under the CAA lowering the National Ambient Air Quality Standard ("NAAQS") for ground-level ozone from 75 parts per billion to 70 parts per billion

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under standards to provide protection of public health and welfare. In 2017 and 2018,subsequent years, the EPA has issued area designations with respect to ground-level ozone as either "attainment/unclassifiable," "unclassifiable" or "non-attainment." Additionally, in November 2018, the EPA issuedand final requirements that apply to state, local and tribal air agencies for implementing the 2015 NAAQS for ground-level ozone. State implementation of the revised NAAQS could, among other things, require installation of new emission controls on some of the Company's equipment, resulting in longer permitting timelines, and significantly increase the Company's capital expenditures and operating costs. In another example, in 2016, the EPA published a final rule on the criteria for aggregating multiple surface sites into a single source for air-quality permitting purposes that is applicable to the oil and gas industry. This rule could cause small surface sites and the equipment at those sites to be aggregated for air emissions permitting purposes; however, in November 2018, the EPA published a final action that reinterprets source aggregation in a manner that could lessen the likelihood that air projects are aggregated for permitting. In a third example, the EPA and U.S. Army Corps of Engineers (the "Corps") released a final rule in 2015 outlining federal jurisdictional reach under the CWA over waters of the U.S., including wetlands. Beginning in the first quarter ofIn 2017, the EPA and the Corps agreed to reconsider the 2015 rule and, thereafter, on October 22, 2019, the agencies have (i) published a proposed rule in July 2017 to rescind the 2015 rule and recodify the regulatory text that governed waters of the U.S. prior to promulgation of the 2015 rule, (ii) published a proposed rule in November 2017 and a final rule, in February 2018 adding a February 6, 2020 applicable date towhich became effective on December 31, 2019, rescinding the 2015 rule. On January 23, 2020, the two agencies issued a final rule and (iii) announced a proposed rule on December 11, 2018, redefiningre-defining the CWA'sClean Water Act's jurisdiction over waters of the U.S. forUnited States, which redefinition is narrower than found in the agencies2015 rule. Upon being published in the Federal Register and the passage of 60 days thereafter, the January 23, 2020 final rule will seek public comment. The 2015 and February 2018become effective, at which point the United States will be covered under a single regulatory scheme as it relates to federal jurisdictional reach over waters of the United States. However, there remains the expectation that the January 23, 2020 final rules are beingrule also will be legally challenged by various factions in federal district courtcourt. To the extent that any challenge to the January 23, 2020 final rule is successful and implementation of the 2015 rule has been enjoined in 28 states pending resolution of the various federal district court challenges. As a result of these legal developments, future implementation of the 2015 rule or a revised rule is uncertain at this time. Future compliance with these legal requirementsexpands the scope of the Clean Water Act's jurisdiction in areas where the Company conducts operations, the Company could incur (i) delays, restrictions or with any new or amended environmental laws or regulations could, among other things, delay, restrict or prohibitprohibitions in the issuance of necessary permits, increase(ii) restrictions or cessations in the development or expansion of projects, or (iii) increases in the Company's capital expenditures and operating expenses by, for example, requiring installation of new emission controls on some of the Company's equipment, any one or more of which developments could have a material adverse effect on the Company's business, financial condition and results of operations.
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Additionally, the Company's operations are subject to a number of federal and state laws and regulations, including the federal Occupational Safety and Health ActOSHA and comparable state statutes, whose purpose is to protect the health and safety of employees. Among other things, the Occupational Safety and Health ActOSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in the Company's operations and that this information be provided to employees, state and local government authorities and citizens.
There can be no assurance that existing or future regulations will not result in a delay, curtailment or cessation of production or processing activities, result in a material increase in the costs of production, development, exploration or processing operations or materially and adversely affect the Company's future operations and financial condition. Noncompliance with these laws and regulations may subject the Company to sanctions, including administrative, civil or criminal penalties, remedial cleanups or corrective actions, delays in permitting or performance of projects, natural resource damages and other liabilities. Such laws and regulations may also affect the costs of acquisitions. In addition, these laws and regulations are subject to amendment or replacement in the future with more stringent legal requirements. Further, any delay, reduction or curtailment of the Company's development and producing operations due to these laws and regulations could result in the loss of acreage through lease expiration.
The nature of the Company's assets and production operations may impact the environment or cause environmental contamination, which could result in material liabilities to the Company.
The Company's assets and production operations may give rise to significant environmental costs and liabilities as a result of the Company's handling of petroleum hydrocarbons and wastes, because of air emissions and water discharges related to its operations, and due to past industry operations and waste disposal practices. The Company's oil and gas business involves the generation, handling, treatment, storage, transport and disposal of wastes, hazardous substances and petroleum hydrocarbons and is subject to environmental hazards, such as oil and produced water spills, NGL and gas leaks, pipeline and vessel ruptures and unauthorized discharges of such wastes, substances and hydrocarbons, that could expose the Company to substantial liability due to pollution and other environmental damage. For example, drilling fluids, produced waters and certain other wastes associated with the Company's exploration, development and production of oil or gas are currently excluded under RCRA from the definition of hazardous waste. These wastes are instead regulated under RCRA's less stringent non-hazardous waste provisions. There have been efforts from time to time to remove this exclusion. For example, in response to a federal consent decree issued in 2016, the EPA was required during 2019 to determine whether certain Subtitle D criteria regulations required revision in a manner that could result in oil and gas wastes being regulated as RCRA hazardous waste. In April 2019, the EPA made a determination that such revision of the regulations was unnecessary. Any future loss of the RCRA exclusion which removal could have a material adverse effect on the Company's results of operations and financial position. For example, in December 2016, the EPA entered into a settlement agreement with several non-governmental environmental groups in the U.S. District Court for the District of Columbia regarding the agency's alleged failure to timely assess its RCRA Subtitle D criteria regulations for oil and gas wastes. Under the terms of the settlement, the EPA is required to propose no later than March 15, 2019, a rulemaking for the revision of certain Subtitle D criteria regulations pertaining to oil and gas wastes or sign a determination that revision of the regulations is unnecessary. If the EPA proposes a rulemaking for revised oil and gas waste regulations, the settlement requires that the EPA take final action following notice and comment rulemaking no later than July 15, 2021.

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The Company currently owns, leases or operates, and in the past has owned, leased or operated, properties that for many years have been used for oil and gas exploration and production activities, and petroleum hydrocarbons, hazardous substances and wastes may have been released on or under such properties, or on or under other locations, including off-site locations, where such substances have been taken for treatment or disposal. These wastes, substances and hydrocarbons may also be released during future operations. In addition, some of the Company's properties have been operated by predecessors or previous owners or operators whose treatment and disposal of hazardous substances, wastes or petroleum hydrocarbons were not under the Company's control. Joint and several strict liabilities may be incurred in connection with such releases of petroleum hydrocarbons, hazardous substances and wastes on, under or from the Company's properties. Private parties, including lessors of properties on which the Company operates and the owners or operators of properties adjacent to the Company's operations and facilities where the Company's petroleum hydrocarbons, hazardous substances or wastes are taken for reclamation or disposal, may also have the right to pursue legal actions to enforce compliance as well as seek damages for noncompliance with environmental laws and regulations or for personal injury or damage to property or natural resources. Such properties and the substances disposed or released on or under them may be subject to CERCLA, RCRA and analogous state laws, which could require the Company to remove previously disposed substances, wastes and petroleum hydrocarbons, remediate contaminated property or perform remedial plugging or pit closure operations to prevent future contamination, the costs of which could have a material adverse effect on the Company's business, financial condition and results of operations.
The Company may not be able to recover some or any of these costs from sources of contractual indemnity or insurance, as pollution and similar environmental risks generally are not insurable or fully insurable, either because such insurance is not available or because of the high premium costs and deductibles associated with obtaining such insurance.
Climate
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The Company’s operations are subject to a number of risks arising out of concerns regarding the threat of climate change, legislationincluding regulatory, political, litigation and regulatory initiatives restricting emissions of GHGsfinancial risks, that could result in increased operating costs and reducedcosts of compliance, limit the areas in which oil and gas production may occur, reduce demand for the oil NGLs and gas the Company produces, and expose the Company to the risk of increased activism and decreased funding for the industry, while the potential physical effects of climate change could disrupt the Company's production and cause it to incur significant costs in preparing for or responding to those effects.
ClimateThe threat of climate change continues to attract considerable public, politicalattention in the United States and scientific attention. As a result, numerous proposalsin foreign countries. Numerous initiatives have been madeproposed and are likelyexpected to continue to be madeproposed at the international, national, regional and state levels of government to monitor and limit existing sources of GHG emissions as well as to restrict or eliminate emissions from new sources. As a result, the Company’s operations are subject to a series of regulatory, political, litigation and financial risks associated with the production and processing of fossil fuels and emission of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. In November 2018, the Trump Administration released the second volume of the fourth interagency National Climate Assessment that is issued pursuant to federal law. The current version outlines potentially severe climate-related impairments for the United States' environment, economy and public health, which are indicated to worsen over time unless significant measures are taken to, among other things, reduce GHG emissions. This assessment could serve as a basis for increasing governmental pursuit of policies to restrict GHG emissions.
In the U.S.,United States, no comprehensive climate change legislation has been implemented at the federal level to date. Inlevel. However, following the absence of federal GHG-limiting legislation,U.S. Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has determined that GHG emissions present a danger to public health and the environment and has adopted rules under authority of the CAAregulations that, among other things, (i) establish certain permitsconstruction and constructionoperating permit reviews designed to allow operations while ensuring the prevention of significant deterioration in air quality byfor GHG emissions from certain large stationary sources, that are already potential sources of significant pollutant emissions. The Company could become subject to these permitting requirements(ii) require the monitoring and be required to install "best available control technology" to limit emissions of GHGs from any new or significantly modified facilities that the Company may seek to construct or modify in the future. The EPA has also adopted rules requiring theannual reporting of GHG emissions on an annual basis from specified GHG emissioncertain petroleum and gas system sources in the United States, including certain oil and gas production facilities, which include certain of(iii) implement CAA emission standards directing the Company's facilities. Federal agencies also have begun directly regulating emissionsreduction of methane a GHG, from oil and gas operations. In 2016, the EPA published a final rule establishing New Source Performance Standards, known as Subpart OOOOa, that require certain new, modified, or reconstructed facilities in the oil and gas sector, to reduce certain methane gas and volatile organic compound emissions. These Subpart OOOOa standards expand previously issued New Source Performance Standards, published by(iv) together with the EPA in 2012 and known as Subpart OOOO, by using certain equipment-specificDOT, implement GHG emissions control practices. However, in June 2017, the EPA published a proposed rule to stay certain portions of these Subpart OOOOa standardslimits on vehicles manufactured for two years and revisit the entirety of the 2016 standard, but the rule has not been finalized. Rather, in February 2018, the EPA finalized amendments to certain requirements of the 2016 final rule and, in September 2018, the agency proposed additional amendments that included rescission or revision of certain requirements such as fugitive emission monitoring frequency. Furthermore, in 2016, the BLM published a final rule to reduce methane emissions by regulating venting, flaring and leaking from oil and gas operations on public lands. However, in September 2018, the BLM published a final rule that rescinds most of the requirementsoperation in the 2016 final ruleUnited States. Additionally, various states, groups of states, and codifies the BLM's prior approach to ventingother countries have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and flaring. The rescissiontrade programs, carbon taxes, reporting and tracking programs, and restriction of the requirements in the 2016 final rule is being challenged in federal court.
emissions. At the stateinternational level, some states are considering and other states have issued requirements forthere is a non-binding agreement, the performance of leak detection programs that identify and repair methane leaks at certain oil and gas sources. State rules may be more stringent than federal rules.

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Compliance with the EPA's 2016 rule and the BLM's 2016 rule, to the extent either are in effect, or with any future federal or state methane regulations could, among other things, require installation of new emission controls on some of the Company's equipment and significantly increase the Company's capital expenditures and operating costs.
Internationally, in late 2015, the U.S. joined other countries in entering into a United Nations sponsored non-binding agreement in Paris, France"Paris Agreement," for nations to limit their GHG emissions through individually determined emissionindividually-determined reduction goals every five years beginning in 2020. In August 2017, the U.S. State Department informedafter 2020, although the United NationsStates has announced its withdrawal from such agreement, effective November 4, 2020.
Governmental, scientific, and public concern over the threat of climate change arising from GHG emissions has resulted in increasing political risks in the United States, including climate change related pledges made by certain candidates seeking the office of the President of the United States' intentionStates in 2020. Critical declarations made by one or more candidates running for President include proposals to withdrawban hydraulic fracturing of oil and gas wells and ban new leases for production of minerals on federal properties, including onshore lands and offshore waters. Other actions that could be pursued by presidential candidates may include more restrictive requirements for the establishment of pipeline infrastructure or the permitting of LNG export facilities, the reversal of the United States’ withdrawal from thisthe Paris agreement, which provides for a four-year exit process beginning when it took effectAgreement in November 2016.2020 and reinstatement of the ban on oil exports. Litigation risks are also increasing, as a number of cities, local governments or other persons have sought to bring suit against oil and gas exploration and production companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to global warming effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts.
There are also financial risks for fossil fuel producers as stockholders or bondholders currently invested in fossil-fuel energy companies concerned about the threat of climate change may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors. Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies. Additionally, investing and lending practices of various investment firms and institutional lenders have been the subject of intensive lobbying efforts in recent years, oftentimes public in nature, by environmental activists, proponents of the Paris Agreement, and foreign citizenry concerned about the threat of climate change not to provide funding for fossil fuel producers. For example, there have been efforts in recent years to influence the investment community, including investment advisors and certain sovereign wealth, pension and endowment funds, to divest of fossil fuel equities and lenders to limit funding to companies engaged in the extraction of fossil fuel reserves. Limitation of investments in and financings for fossil fuel energy companies could result in the restriction, delay or cancellation of drilling programs or development or production activities.
The adoption and implementation of anynew or more stringent international, federal or state legislation or regulations or international agreementsother regulatory initiatives that require reporting of GHGsimpose more stringent standards for GHG emissions from the oil and gas sector or otherwise restrict the areas in which this sector may produce oil and gas or generate GHG emissions of GHGs from the Company's equipmentcould result in increased compliance and operations could require the Company to incur increased capitalconsumption costs, and operating costs, such as costs to purchase and operate emissions control systems, acquire emissions allowances or comply with new regulatory or reporting requirements, including the imposition of a carbon tax, any of which could have a material adverse effect on the Company's business, financial condition and results of operations. Moreover, such new legislation or regulatory programs as well as conservation plans and efforts undertaken in response to climate change could also materially and adversely affectthereby reduce demand for the oil NGLs and gas the Company producesproduces. Additionally, political, litigation and lower the value of its reserves. Depending on the severity of any such limitations, the effect on the value of the Company's reserves could be material. Non-governmental activism directed at shifting funding away from companies with energy-related assetsfinancial risks could result in limitationsthe restriction or restrictions on certain sourcescancellation of fundingproduction activities, incurring liability for the energy sector. In addition, increasing attention to the risksinfrastructure damages as a result of climate change has resultedchanges, or impairing the Company's ability to continue to operate in an increased possibility of lawsuits brought by public and private entities against oil and gas companies in connection with their GHG emissions. Should the Company be targeted by any such litigation, it may incur substantial costs, which, to the extent that societal pressures or political or other factors are involved, could be imposed without regard to the causation of or contribution to the asserted damage, or to other mitigating factors.
economic manner. Finally, it should be noted that some scientists have concluded thatif increasing concentrations of GHGs in the Earth's atmosphere may produce climate changes that havewere to result in significant physical effects, such as increased
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frequency and severity of storms, floods, droughts and other extreme climatic events. If anyevents, then such effects were to occur, they could have a material adverse effect on the Company's exploration and production operations.
In addition, companies in the oil and gas industry have been the target of activist efforts from both individuals and non-governmental organizations, including instituting litigation and supporting political or regulatory efforts to, among other things, limit or ban hydraulic fracturing, restrict or ban certain operating practices, including the disposal of waste materials, such as hydraulic fracturing fluids and produced water, deny or delay drilling permits, prohibit the venting or flaring of gas, reduce access of the oil and gas industry to federal and state government lands, and delay or cancel oil and gas developmental or expansion projects. The Company may need to incur significant costs associated with responding to these initiatives, and complying with any resulting additional legal or regulatory requirements could have a material adverse effect on the Company’s business, financial condition, cash flows and results of operations.
Laws and regulations pertaining to protection of threatened and endangered species or to critical habitat, wetlands and natural resources could delay, restrict or prohibit the Company's operations and cause it to incur substantial costs that may have a material adverse effect on the Company's development and production of reserves.
The federal ESA and comparable state laws were established to protect endangered and threatened species. Under the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species' habitat. Similar protections are offered to migratory birds under the Federal Migratory Bird Treaty Act. Oil and gas operations in the Company's operating areas may be adversely affected by seasonal or permanent restrictions imposed on drilling activities by the U.S. Fish and Wildlife Services (the "FWS") that are designed to protect various wildlife, which may materially restrict the Company's access to federal or private land use. Permanent restrictions imposed to protect endangered and threatened species could prohibit drilling in certain areas, impact suppliers of critical materials or services, or require the implementation of expensive mitigation measures. Additionally, federal statutes, including the CWA, the OPA and CERCLA, as well as comparable state laws, prohibit certain actions that adversely affect critical habitat, wetlands and natural resources. If harm to species or damages to wetlands, habitat or natural resources occur or may occur, government entities or, at times, private parties may act to prevent oil and gas exploration or development activities or seek damages for harm to species, habitat or natural resources resulting from drilling, construction or releases of petroleum hydrocarbons, wastes, hazardous substances or other regulated materials, and, in some cases, may seek criminal penalties.
Moreover, as a result of one or more settlements entered into by the FWS the agency is required tomay make determinations onwith respect to the potential listing of numerous species as endangered or threatened under the ESA.ESA, which may result in more fulsome protections for non-protected or lesser-protected species. The designation of previously unprotected species or the re-designation of under protected species as threatened or endangered in areas where the Company conducts operations could cause the Company to incur increased costs arising from species protection measures or could result in delays, restrictions or prohibitions on its development and production activities that could have a material adverse effect on the Company's ability to develop and produce reserves.
Future price declines could result in a reduction in the carrying value of the Company's proved oil and gas properties, which could materially and adversely affect the Company's results of operations.
Significant or extended price declines could result in the Company having to make downward adjustments to the carrying value of its proved oil and gas properties. The Company performs assessments of its oil and gas properties whenever events or circumstances indicate that the carrying values of those assets may not be recoverable. In order to perform these assessments, management uses various observable and unobservable inputs, including management's outlooks for (i) proved reserves and risk-

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adjustedrisk-adjusted probable and possible reserves, (ii) commodity prices, (iii) production costs, (iv) capital expenditures and (v) production. To the extent such tests indicate a reduction of the estimated useful life or estimated future cash flows of the Company's oil and gas properties, the carrying value may not be recoverable and therefore an impairment charge would be required to reduce the carrying value of the proved properties to their fair value. For example, during 2018 and 2017, the Company recorded impairment charges of $77 million and $285 million, respectively, attributable to its Raton Basin field in southeast Colorado, and in 2016, the Company recorded an impairment charge of $32 million attributable to its West Panhandle field assets in the panhandle region of Texas, primarily due to declines in commodity prices and downward adjustments to the economically recoverable reserves attributable to eachthe asset. The Company may incur impairment charges in the future, which could materially affect the Company's results of operations in the period incurred. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Impairment of oil and gas properties and other long-lived assets" and Note 4 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
A portion of the Company's total estimated proved reserves at December 31, 20182019 were undeveloped, and those proved reserves may not ultimately be developed.
At December 31, 2018,2019, approximately eightfive percent of the Company's total estimated proved reserves were undeveloped. Recovery of undeveloped proved reserves requires significant capital expenditures and successful drilling. The Company's
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reserve data assumes that the Company can and will make these expenditures and conduct these operations successfully, which assumptions may not prove to be correct. If the Company chooses not to spend the capital to develop these proved undeveloped reserves, or if the Company is not otherwise able to successfully develop these proved undeveloped reserves, the Company will be required to write-off these proved reserves. In addition, under the SEC's rules, because proved undeveloped reserves may be booked only if they relate to wells planned to be drilled within five years of the date of booking, the Company may be required to write-off any proved undeveloped reserves that are not developed within this five-year timeframe. As with all oil and gas leases, the Company's leases require the Company to drill wells that are commercially productive and to maintain the production in paying quantities, and if the Company is unsuccessful in drilling such wells and maintaining such production, the Company could lose its rights under such leases. The Company's future production levels and, therefore, its future cash flow and income are highly dependent onprofitability will be impacted if it does not successfully developing its proved undeveloped leasehold acreage.
Estimates of proved reserves and future net cash flows are not precise. The actual quantities and net cash flows of the Company's proved reserves may prove to be lower than estimated.
Numerous uncertainties exist in estimating quantities of proved reserves and future net cash flows therefrom. The estimates of proved reserves and related future net cash flows set forth in this Report are based on various assumptions, which may ultimately prove to be inaccurate.
Petroleum engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. Estimates of economically recoverable oil and gas reserves and estimates of future net cash flows depend upon a number of variable factors and assumptions, including the following:
historical production from the area compared with production from other producing areas;
the quality and quantity of available data;
the interpretation of that data;
the assumed effects of regulations by governmental agencies;
assumptions concerning future commodity prices; and
assumptions concerning future development costs, operating costs, severance, ad valorem and excise taxes, gathering, processing, transportation and fractionation costs and workover and remedial costs.
Because all proved reserve estimates are to some degree subjective, each of the following items may differ materially from those assumed in estimating proved reserves:
the quantities of oil and gas that are ultimately recovered;
the production costs incurred to recover the reserves;
the amount and timing of future development expenditures; and
future commodity prices.
Furthermore, different reserve engineers may make different estimates of proved reserves and cash flows based on the same available data. The Company's actual production, revenues and expenditures with respect to proved reserves will likely be differentdiffer from the estimates, and the differences may be material.

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As required by the SEC, the estimated discounted future net cash flows from proved reserves are based on average prices preceding the date of the estimate and costs as of the date of the estimate, while actual future prices and costs may be materially higher or lower. Actual future net cash flows also will be affected by factors such as:
the amount and timing of actual production;
the level of future capital spending;
increases or decreases in the supply of or demand for oil, NGL and gas; and
changes in governmental regulations or taxation.
Standardized Measure is a reporting convention that provides a common basis for comparing oil and gas companies subject to the rules and regulations of the SEC. In general, it requires the use of commodity prices that are based upon a historical 12-month unweighted average, as well as operating and development costs being incurred at the end of the reporting period. Consequently, it may not reflect the prices ordinarily received or that will be received for future oil and gas production because of seasonal price fluctuations or other varying market conditions, nor may it reflect the actual costs that will be required to produce or develop the oil and gas properties. Accordingly, estimates included herein of future net cash flows may be materially different from the future net cash flows that are ultimately received. In addition, the ten percent discount factor, which is required by the SEC to be used in calculating discounted future net cash flows for reporting purposes, may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with the Company or the
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oil and gas industry in general. Therefore, the estimates of discounted future net cash flows or Standardized Measure in this Report should not be construed as accurate estimates of the current market value of the Company's proved reserves.
The Company periodically evaluates its unproved oil and gas properties to determine recoverability of its cost and could be required to recognize noncash charges in the earnings of future periods.
At December 31, 2018,2019, the Company carried unproved oil and gas property costs of $601$584 million. GAAP requires periodic evaluation of these costs on a project-by-project basis. These evaluations are affected by the results of exploration activities, commodity price outlooks, planned future sales or expiration of all or a portion of the leases and the contracts and permits appurtenant to such projects. If the quantity of potential reserves determined by such evaluations is not sufficient to fully recover the cost invested in each project, the Company will recognize noncash charges in the earnings of future periods.
Because the Company's proved reserves and production decline continually over time, the Company will need to mitigate these declines through drilling and production enhancement initiatives and/or acquisitions.
Producing oil and gas reservoirs are characterized by declining production rates, which vary depending upon reservoir characteristics and other factors. Because the Company's proved reserves and production decline continually over time as those reserves are produced, the Company will need to mitigate these declines through drilling and production enhancement initiatives and/or acquisitions of additional recoverable reserves. There can be no assurance that the Company will be able to develop, exploit, find or acquire sufficient additional reserves to replace its current or future production.
The Company may be unable to make attractive acquisitions and any acquisition it completes is subject to substantial risks that could materially and adversely affect its business.
Acquisitions of oil and gas properties, including acreage trades, have from time to time contributed to the Company's growth. Acquisition opportunities in the oil and gas industry are very competitive, which can increase the cost of, or cause the Company to refrain from, completing acquisitions. The success of any acquisition will depend on a number of factors and involves potential risks, including, among other things:
the inability to accurately forecast future commodity prices and estimate accurately the costs to develop the acquired reserves, the recoverable volumes of reserves, rates of future production and future net cash flows attainable from the acquired reserves;
the assumption of unknown liabilities, including environmental liabilities, and losses or costs for which the Company is not indemnified or for which the indemnity the Company receives is inadequate;
the validity of assumptions about costs, including synergies;
the effect on the Company's liquidity or financial leverage of using available cash or debt to finance acquisitions;
the diversion of management's attention from other business concerns; and
an inability to hire, train or retain qualified personnel to manage and operate the Company's growing business and assets.
All of these factors affect whether an acquisition will ultimately generate cash flows sufficient to provide a suitable return on investment. Even though the Company performs a review of the properties it seeks to acquire that it believes is consistent with industry practices, such reviews are often limited in scope. As a result, among other risks, the Company's initial estimates of

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reserves may be subject to revision following an acquisition, which may materially and adversely affect the desired benefits of the acquisition.
The Company's ability to complete dispositions of assets, or interests in assets, may be subject to factors beyond its control, and in certain cases the Company may be required to retain liabilities for certain matters.
From time to time, the Company sells an interest in a strategic asset for the purpose of assisting or accelerating the asset's development. In addition, the Company regularly reviews its property base for the purpose of identifying nonstrategic assets, the disposition of which would increase capital resources available for other activities and create organizational and operational efficiencies. Various factors could materially affect the ability of the Company to dispose of such interests or nonstrategic assets or complete announced dispositions, including the receipt of approvals of governmental agencies or third parties and the availability of purchasers willing to acquire the interests or purchase the nonstrategic assets on terms and at prices acceptable to the Company.
Sellers typically retain certain liabilities or indemnify buyers for certain pre-closing matters, such as matters of litigation, environmental contingencies, royalty obligations and income taxes. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction and ultimately may be material. Also, as is typical in divestiture transactions, third parties may be unwilling to release the Company from guarantees or other credit support
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provided prior to the sale of the divested assets. As a result, after a divestiture, the Company may remain secondarily liable for the obligations guaranteed or supported to the extent that the buyer of the assets fails to perform these obligations.
The Company's transportation of gas, sales and purchases of oil, NGLs and gas or other energy commodities, and any derivative activities related to such energy commodities, expose the Company to potential regulatory risks.
The FERC, the FTC and the CFTC hold statutory authority to monitor certain segments of the physical and futures energy commodities markets relevant to the Company's business. These agencies have imposed broad regulations prohibiting fraud and manipulation of such markets. With regard to the Company's transportation of gas in interstate commerce, physical sales and purchases of oil, NGL, gas or other energy commodities, and any derivative activities related to these energy commodities, the Company is required to observe the market-related regulations enforced by these agencies, which hold substantial enforcement authority. FailuresFailure to comply with such regulations, as interpreted and enforced, could result in agency actions that could materially and adversely affect the Company's results of operations and financial condition.
The Company's derivative risk management activities could result in financial losses;losses, limit the Company’s potential gains or fail to protect the Company from declines in commodity prices; the Company may not enter into derivative arrangements with respect to future volumes if prices are unattractive.
ToThe Company's strategy is to enter into derivative arrangements covering a portion of its oil, NGL and gas production to mitigate the effect of commodity price volatility on the Company's net cash provided by operating activities and its net asset value, support the Company's annual capital budgeting and expenditure plans and reduce commodity price risk associated with certain capital projects, the Company's strategy is to enter into derivative arrangements covering a portion of its oil, NGL and gas production.projects. These derivative arrangements are subject to mark-to-market accounting treatment, and the changes in fair market value of the contracts are reported in the Company's statements of operations each quarter, which may result in significant noncash gains or losses. These
While intended to reduce the effects of oil, NGL and gas price volatility, the Company's derivative contractsarrangements may limit theCompany'spotentialgainsifpricesriseoverthepriceestablishedbysucharrangements.Conversely,theCompany's derivative arrangements may be inadequate to protect the Company from continuing and prolonged declines in the price of oil, NGL or gas. Global commodity prices are volatile. Such volatility challenges the Company's ability to forecast the price of oil, NGL and gas, and, as a result, it may become more difficult for the Company to manage its derivative arrangements. In trying to manage its exposure to commodity price risk, the Company may end up with too many or too few derivatives, depending upon where commodity prices settle relative to the Company's derivative price thresholds and how the Company’s oil, NGL and gas volumes and production mix fluctuate relative to expectations when the derivatives were entered.
The Company’s derivative arrangements may also expose the Company to risk of financial loss in certain circumstances, including, but not limited to, when:
production is less than the contracted derivative volumes;
the counterparty to the derivative contract defaults on its contract obligations;
there is a change in the expected differential between the underlying price in the derivative contract and actual prices received; or
a sudden, unexpected event materially impacts oil andand/or gas prices; orprices.
the derivative contracts limit the benefit the Company would otherwise receive from increases in commodity prices.
On the other hand, failureFailure to protect against declines in commodity prices exposes the Company to reduced liquidity when prices decline. A sustained lower commodity price environment would result in lower realized prices for unprotected volumes and reduce the prices at which the Company could enter into derivative contracts on future volumes. This could make such transactions unattractive, and, as a result, some or all of the Company's production volumes forecasted for 20192020 and beyond may not be protected by derivative arrangements. In addition, the Company's derivatives arrangements may not achieve their intended strategic purposes.
The failure by counterparties to the Company's derivative risk management activities to perform their obligations could have a material adverse effect on the Company's results of operations.
The use of derivative risk management transactions involves the risk that the counterparties will be unable to meet the financial terms of such transactions. The Company is unable to predict changes in a counterparty's creditworthiness or ability to perform. Even if the Company accurately predicts sudden changes, the Company's ability to negate the risk may be limited

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depending upon market conditions and the contractual terms of the transactions. During periods of declining commodity prices, the Company's derivative receivable positions generally increase, which increases the Company's counterparty credit exposure. If any of the Company's counterparties were to default on its obligations under the Company's derivative arrangements, such a default could have a material adverse effect on the Company's results of operations, and could result in a larger percentage of the
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Company's future production being subject to commodity price changes and could increase the likelihood that the Company's derivative arrangements may not achieve their intended strategic purposes.
The enactment of derivatives legislation could have a material adverse effect on the Company's ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with its business.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") enacted in July 2010, established federal oversight and regulation of the over-the-counter derivatives market and entities, such as the Company, that participate in that market. The Dodd-Frank Act requires the CFTC and the SEC to promulgate rules and regulations for its implementation. While many Dodd-Frank Act regulations are already in effect, the rulemaking and implementation process is ongoing, and the ultimate effect of the adopted rules and regulations and any future rules and regulations on the Company's business remain uncertain.
In one of the rulemaking proceedings still pending under the Dodd-Frank Act, the CFTC issued in December 2016, proposed rules imposing position limits for certain futures and options contracts in various commodities (including oil and gas) and for swaps that are their economic equivalents. Under the proposed rules on position limits, certain types of derivative transactions are exempt from these limits, provided that such derivative transactions satisfy the CFTC's requirements for certain enumerated "bona fide" derivative transactions. The CFTC has also adopted final rules regarding aggregation of positions, under which a party that controls the trading of, or owns ten percent or more of the equity interests in, another party will have to aggregate the positions of the controlled or owned party with its own positions for purposes of determining compliance with position limits unless an exemption applies. The CFTC's aggregation rules are now in effect, although CFTC staff has granted relief until August 12, 2022 from various conditions and requirements in the final aggregation rules. These rules may affect both the size of the positions that the Company may hold and the ability or willingness of counterparties to trade with the Company, potentially increasing the costs of transactions. Moreover, such changes could materially reduce the Company's access to derivative opportunities, which could adversely affect revenues or cash flow during periods of low commodity prices. As thesethe new position limit rules are not yet final, the impact of those provisions on the Company is uncertain at this time.
The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing and the associated rules also will require the Company, in connection with covered derivative activities, to comply with clearing and trade-execution requirements or to take steps to qualify for an exemption to such requirements. Although the Company believes it qualifies for the end-user exception from the mandatory clearing requirements for swaps entered to mitigate its commercial risks, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that the Company uses. If the Company's swaps do not qualify for the commercial end-user exception, or if the cost of entering into uncleared swaps becomes prohibitive, the Company may be required to clear such transactions. The ultimate effect of the proposedthese rules and any additional regulations on the Company's business is uncertain.
In addition, certain banking regulators and the CFTC have adopted final rules establishing minimum margin requirements for uncleared swaps. Although the Company expects to qualify for the end-user exception from margin requirements for swaps entered into to manage its commercial risks, the application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that the Company uses. If any of the Company's swaps do not qualify for the commercial end-user exception, the posting of collateral could reduce its liquidity and cash available for capital expenditures and could reduce its ability to manage commodity price volatility and the volatility in its cash flows.
The full impact of the Dodd-Frank Act and related regulatory requirements upon the Company's business will not be known until the regulations are fully implemented and the market for derivatives contracts has adjusted. The Dodd-Frank Act and any new regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks the Company encounters and reduce the Company's ability to monetize or restructure its existing derivative contracts. If the Company reduces its use of derivatives as a result of the Dodd-Frank Act and regulations, the Company's results of operations may become more volatile and its cash flows may be less predictable, which could materially and adversely affect the Company's ability to plan for and fund capital expenditures. Finally,Further, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and gas. The Company's revenues could therefore be materially and adversely affected if a consequence of the Dodd-Frank Act and implementing regulations is to lower commodity prices. Any of these consequences could have a material adverse effect on the Company, its financial condition and its results of operations. In addition, the European Union and other non-U.S. jurisdictions are implementing regulations with respect to the derivatives market. To the extent the Company transacts with counterparties in foreign jurisdictions, it may become subject to such regulations. At this time, the impact of such regulations is not clear.
The future of the SEC and CFTC's rulemaking remains uncertain. Regulatory agendas that were released in late 2017 indicated that the SEC and CFTC plan to pursue fewer rulemaking items than in prior years. For example, the CFTC announced its intent to take action on an agency-wide internal review focused on simplifying and modernizing CFTC rules, regulations and

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practices and focus on streamlining the implementation of existing regulations and practices. Although the SEC and the CFTC's agendas are less expansive than they have been in the past, wholesale deregulation of the markets will not necessarily be the outcome. For example, the CFTC plans to take a new look at passing rules on position limits for certain futures contracts, and the SEC intends to re-propose rules for "plain vanilla" exchange-traded funds and add amendments to the Volcker Rule. The Trump Administration has also indicated in public statements that the Dodd-Frank Act will be under scrutiny and that some of its provisions and the rules promulgated thereunder may be revised, repealed or amended. Any such changes, including their nature and impact, cannot yet be determined with any degree of certainty.
Moreover, regulation by the CFTC and banking regulators of the over-the-counter derivatives market and market participants could cause the Company's contract counterparties, which are generally financial institutions and other market participants, to curtail or cease their derivatives activities, which could materially and adversely affect the cost and availability of derivatives to the Company.
Finally, the European Union and other non-U.S. jurisdictions are implementing regulations with respect to the derivatives market. To the extent the Company transacts with counterparties in foreign jurisdictions or counterparties with other businesses that subject them to regulations in foreign jurisdictions, the Company may become subject to, or otherwise affected by, such regulations. At this time, the impact of such regulations is not clear.
Regulation by the CFTC and banking regulators of the over-the-counter derivatives market and market participants could cause the Company's contract counterparties, which are generally financial institutions and other market participants, to curtail
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or cease their derivatives activities. The Company believes that these regulatory trends have contributed to a reduction in liquidity of the over-the-counter derivatives market, which could make it more difficult to engage in derivative transactions covering significant volumes of the Company’s future production, and which could materially and adversely affect the cost and availability of derivatives to the Company. If the Company reduces its use of derivatives as a result of such regulation, the Company's results of operations may become more volatile and its cash flows may be less predictable, which could materially and adversely affect the Company's ability to plan for and fund capital expenditures. Any of these consequences could have a material adverse effect on the Company, its financial condition and its results of operations.
The Company is a party to debt instruments, a credit facility and other financial commitments that may restrict its business and financing activities.
The Company is a borrower under fixed rate senior notes and maintains a credit facility that is currently undrawn.was undrawn as of December 31, 2019. The terms of the Company's borrowings specify scheduled debt repayments and require the Company to comply with certain associated covenants and restrictions. The Company's ability to comply with the debt repayment terms, associated covenants and restrictions is dependent on, among other things, factors outside the Company's direct control, such as commodity prices and interest rates. In addition, from time to time, the Company enters into arrangements and transactions that can give rise to material off-balance sheet obligations, including firm purchase, transportation and fractionation commitments, gathering, processing and transportation commitments on uncertain volumes of future throughput, commitments to purchase minimum volumes of goods and services, operating lease agreements and drilling commitments. The Company's financial commitments could have important consequences to its business including, but not limited to, the following:
the incurrence of charges associated with unused commitments if future eventsactual activities do not meet the Company's expectations at the time such commitments are entered into;
increasing its vulnerability to adverse economic and industry conditions;
limiting its flexibility to plan for, or react to, changes in its business and industry;
limiting its ability to fund future development activities or engage in future acquisitions; and
placing it at a competitive disadvantage compared to competitors that have less debt and/or fewer financial commitments.
The Company's ability to obtain additional financing is also affected by the Company's debt credit ratings and competition for available debt financing. A ratings downgrade could materially and adversely impact the Company's ability to access debt markets, increase the borrowing cost under the Company's credit facility and the cost of future debt and potentially require the Company to post letters of credit or other forms of collateral for certain obligations.
See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Commitments, Capital Resources and Liquidity" and Note 7 and Note 10 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
The Company's ability to declare and pay dividends and repurchase shares is subject to certain considerations.
Dividends are authorized and determined by the Company's board of directors in its sole discretion,discretion. The Company's stock repurchase program has no time limit, may be modified, suspended or terminated at any time by the board of directors, and the repurchase of shares pursuant to the Company's stock repurchase program approved by the board of directors are made from time to time based on management's discretion. Decisions regarding the payment of dividends and the repurchase of shares are subject to a number of considerations, including:
cash available for distribution;distribution or repurchases;
the Company's results of operations and anticipated future results of operations;
the Company's financial condition, especially in relation to the anticipated future capital needs;
the level of cash reserves the Company may establish to fund future capital expenditures;
the Company's stock price; and
other factors the board of directors deems relevant.

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The Company can provide no assurance that it will continue to pay dividends or authorize share repurchases at the current rate or at all. Any elimination of or downward revision in the Company's dividend payout or stock repurchase program could have a material adverse effect on the market price of the Company's common stock.
The Company's business could be materially and adversely affected by security threats, including cybersecurity threats, and other disruptions.
As an oil and gas producer, the Company faces various security threats, including cybersecurity threats to gain unauthorized access to, or control of, sensitive information or to render data or systems corrupted or unusable; threats to the security of the Company's facilities and infrastructure or third party facilities and infrastructure, such as processing plants and pipelines; and threats from terrorist acts. The potential for such security threats has subjected the Company's operations to increased risks that could have a material adverse effect on the Company's business. In particular, the Company's
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implementation of various procedures and controls to monitor and mitigate security threats and to increase security for the Company's information, facilities and infrastructure may result in increased capital and operating costs. Costs for insurance may also increase as a result of security threats, and some insurance coverage may become more difficult to obtain, if available at all. Moreover, there can be no assurance that such procedures and controls will be sufficient to prevent security breaches from occurring. If any of these security breaches were to occur, they could lead to losses of sensitive information, critical infrastructure or capabilities essential to the Company's operations and could have a material adverse effect on the Company's reputation, financial position, results of operations and cash flows.
Cybersecurity attacks in particular are becoming more sophisticated. The Company relies extensively on information technology systems, including internet sites, computer software, data hosting facilities and other hardware and platforms, some of which are hosted by third parties, to assist in conducting its business. The Company's technologies systems and networks, and those of its business associates may become the target of cybersecurity attacks, including without limitation denial-of-service attacks, malicious software, data privacy breaches by employees, insiders or others with authorized access, cyber or phishing-attacks, ransomeware,ransomware, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems and materially and adversely affect the Company in a variety of ways, including the following:

unauthorized access to and release of seismic data, reserves information, strategic information or other sensitive or proprietary information, which could have a material adverse effect on the Company's ability to compete for oil and gas resources;
data corruption, communication interruption or other operational disruptions during drilling activities, which could result in the failure to reach the intended target or a drilling incident;
data corruption or operational disruptions of production infrastructure, which could result in loss of production or accidental discharges;
unauthorized access to and release of personal information of royalty owners, employees and vendors, or the data or confidential information of customers, suppliers or other third parties, which could expose the Company to allegations that it did not sufficiently protect that information;
a cybersecurity attack on a vendor or service provider, which could result in supply chain disruptions and could delay or halt operations;
a cybersecurity attack on third-party gathering, transportation, processing, fractionation, refining or export facilities, which could delay or prevent the Company from transporting and marketing its production, resulting in a loss of revenues;
a cybersecurity attack involving commodities exchanges or financial institutions, which could slow or halt commodities trading, thus preventing the Company from marketing its production or engaging in derivative activities, resulting in a loss of revenues;
a cybersecurity attack on a communications network or power grid, which could cause operational disruptions resulting in the loss of revenues; and
a cybersecurity attack on the Company's automated and surveillance systems, which could cause a loss in production and potential environmental hazards.
These events could damage the Company's reputation and lead to financial losses from remedial actions, loss of business or potential liability. Additionally, certain cyber incidents, such as surveillance, may remain undetected for an extended period of time.
While the Company has experienced cybersecurity attacks in the past, including attempts to gain unauthorized access to data and systems, inadvertent data privacy breaches by employees and phishing-attacks, the Company has not suffered any material losses as a result of such attacks. However, there is no assurance that the Company will not suffer such losses in the future. As cyber threats continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities. Additionally, the continuing and evolving threat of cybersecurity attacks has resulted in evolving legal and compliance matters, including increased regulatory focus on prevention, which could require the Company to expend significant additional resources to meet such requirements.
Provisions of the Company's charter documents and Delaware law may inhibit a takeover, which could limit the price investors might be willing to pay in the future for the Company's common stock.
Provisions in the Company's certificate of incorporation and bylaws may have the effect of delaying or preventing an acquisition of the Company or a merger in which the Company is not the surviving company and may otherwise prevent or slow

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changes in the Company's board of directors and management. In addition, because the Company is incorporated in Delaware, it is governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions could
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discourage an acquisition of the Company or other change in control transactions and thereby negatively affect the price that investors might be willing to pay in the future for the Company's common stock.
The Company periodically evaluates its goodwill for impairment and could be required to recognize noncash charges in the earnings of future periods.
At December 31, 2018,2019, the Company had a carrying value for goodwill of $264$261 million. Goodwill is assessed for impairment annually during the third quarter and whenever facts or circumstances indicate that the carrying value of the Company's goodwill may be impaired, which may require an estimate of the fair values of the reporting unit's assets and liabilities. Those assessments may be affected by (i) positive or negative reserve adjustments, (ii) results of drilling activities, (iii) management's outlook for commodity prices and costs and expenses, (iv) changes in the Company's market capitalization, (v) changes in the Company's weighted average cost of capital and (vi) changes in income taxes. If the fair value of the reporting unit's net assets is not sufficient to fully support the goodwill balance in the future, the Company will reduce the carrying value of goodwill for the impaired value, with a corresponding noncash charge to earnings in the period in which goodwill is determined to be impaired.
The Company's hydraulic fracturing and former sand mining operations are subject to operating risks that are often beyond the Company's control, and such risks may not be covered by insurance.
Ownership of industrial sand mining operations is subject to risks, many of which are beyond the Company's control. These risks include:
unusual or unexpected geological formations or pressures;
cave-ins, pit wall failures or rock falls;
unanticipated ground, grade or water conditions;
inclement or hazardous weather conditions, including flooding, and the physical impacts of climate change;
environmental hazards, such as unauthorized spills, releases and discharges of wastes, vessel ruptures and emission of unpermitted levels of pollutants;
changes in laws and regulations;
inability to acquire or maintain necessary permits or mining or water rights;
restrictions on blasting operations;
inability to obtain necessary production equipment or replacement parts;
reduction in the amount of water available for processing;
technical difficulties or failures;
labor disputes;
late delivery of supplies;
fires, explosions or other accidents; and
facility interruptions or shutdowns in response to environmental regulatory actions.
Any of these risks could result in damage to, or destruction of, the Company's mining properties or production facilities, personal injury, environmental damage, delays in mining or processing, losses or possible legal liability. Not all of these risks are insurable, and the Company's insurance coverage contains limits, deductibles, exclusions and endorsements. The Company's insurance coverage may not be sufficient to meet its needs in the event of loss and any such loss may have an adverse effect on the Company.
The Company's sand mining operations are subject to extensive environmental and occupational health and safety regulations that impose significant costs and potential liabilities.
The Company's sand mining operations are subject to a variety of federal, state and local environmental requirements affecting the mining and mineral processing industry, including, among others, those relating to:
employee health and safety;
permitting and licensing;
air emissions and water discharges, GHG emissions, water pollution, waste management and disposal, remediation of soil and groundwater contamination;
land use restrictions;
reclamation and restoration of properties; and
wastes, hazardous substances and other regulated materials and natural resources.

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Sand mining operations require numerous governmental, mining and other permits and water rights and approvals authorizing operations at each sand mining facility, and are subject to extensive regulation on matters such as permitting and licensing requirements, reclamation and restoration of mining properties after mining is completed, and the effects that mining have on groundwater quality and availability. Obtaining or renewing required permits or approvals may be delayed or prevented due to opposition by neighboring property owners, members of the public or other third parties and other factors beyond the Company's control. Moreover, issuance of any permits, permit renewals or other approvals by governmental agencies may be conditioned on new or modified requirements or procedures with respect to mining that may be costly or time-consuming to implement. A decision by a governmental agency or other third party to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have an adverse effect on the Company's sand mining operations at the affected facility.
Some environmental laws impose substantial penalties for noncompliance, and others, such as the CERCLA, impose strict, retroactive and joint and several liability for the remediation of releases of hazardous substances. Failure to properly handle, transport, store or dispose of wastes, hazardous substances and other regulated materials or otherwise conduct the Company's sand mining operations in compliance with environmental and occupational health and safety laws could expose the Company to liability for governmental penalties, cleanup costs and civil or criminal liability associated with releases of such materials into the environment, damages to property or natural resources and other damages, and exposure of workers or other persons to petroleum hydrocarbons, wastes or hazardous substances, as well as potentially impair the Company's ability to conduct its sand mining operations. The Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006, which imposes stringent health and safety standards on numerous aspects of mineral extraction and processing operations, including the training of personnel, operating procedures, operating equipment and other matters.
Furthermore, laws and regulations are subject to amendment, replacement or re-interpretation by more stringent and comprehensive legal requirements. While the Company's environmental compliance costs under existing laws and regulations with respect to its sand mining operations have not historically had a material adverse effect on its results of operations, there can be no assurance that such costs will not be material in the future. Future compliance costs also may be incurred by the Company in connection increased governmental standards or permissible exposure limits for worker health and safety that are imposed in the future for added protection of workers from exposure to pollutants including crystalline silica dust. Moreover, such future environmental and occupational health and safety compliance with existing, new or amended laws and regulations could restrict the Company's ability to expand its facilities or extract mineral deposits or could require the Company to acquire costly equipment or to incur other significant expenses in connection with its sand mining operations or reclamation thereof, which restrictions, costs or expenses could have an adverse effect on the Company's sand mining operations.
Any failure by the Company to comply with applicable laws and regulations in connection with its sand mining operations may cause governmental authorities to take actions that could adversely affect the Company, including:
issuance of administrative, civil and criminal penalties;
denial, modification or revocation of permits or other authorizations;
imposition of injunctive obligations or other limitations on the Company's operations, including interruptions or cessation of operations;
obligations to install new or improved controls or provide additional personal protective equipment to mitigate exposure to pollutants such as crystalline silica dust; and
requirements to perform site investigatory, remedial or other corrective actions.
The Company's sand mining operations and hydraulic fracturing may result in silica-related health issues and litigation that could have a material adverse effect on the Company.
The inhalation of respirable crystalline silica dust is associated with the lung disease silicosis. There is evidence of an association between crystalline silica exposure or silicosis and lung cancer and a possible association with other diseases, including immune system disorders, such as scleroderma. These health risks have been, and may continue to be, a significant issue confronting the commercial sand industry. The actual or perceived health risks of mining, processing and handling sand could materially and adversely affect the Company through the threat of product liability or personal injury lawsuits, recently adopted OSHA silica regulations and increased scrutiny by federal, state and local regulatory authorities.
Pioneer Sands LLC ("Pioneer Sands"), the Company's wholly-owned subsidiary that conducted sand mining subsidiary,operations, is named as a defendant, usually among many defendants, in numerous products liability lawsuits brought by or on behalf of current or former employees of Pioneer Sands or its commercial customers alleging damages caused by silica exposure. As of December 31, 2018,2019, Pioneer Sands was the subject of silica exposure claims from 16two plaintiffs. Almost all of the claims pending against Pioneer Sands arise out of the alleged use of Pioneer Sands' sand products in foundries or as an abrasive blast media and have been filed in the states of Texas Mississippi and Alabama,Georgia, although some cases have been brought in other jurisdictions over the years.

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It is possible that Pioneer Sands will have additional silica-related claims filed against it, including claims that allege silica exposure for periods for which there is not insurance coverage. In addition, it is possible that similar claims could be asserted arising out of the Company's other operations, including its hydraulic fracturing operations. Any pending or future claims or inadequacies of insurance coverage or contractual indemnification could have a material adverse effect on the Company's results of operations.
ITEM 1B.UNRESOLVED STAFF COMMENTS
ITEM 1B.UNRESOLVED STAFF COMMENTS
None.

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ITEM 2.PROPERTIES
ITEM 2.PROPERTIES
Reserve Estimation Procedures and Audits
The information included in this Report about the Company's proved reserves as of December 31, 2019, 2018 2017 and 20162017 is based on evaluations prepared by the Company's engineers and audited by Netherland, Sewell & Associates, Inc. ("NSAI"), with respect to the Company's major properties.. The Company has no oil and gas reserves from non-traditional sources. Additionally, the Company does not provide optional disclosure of probable or possible reserves.
Reserve estimation procedures. The Company has established internal controls over reserve estimation processes and procedures to support the accurate and timely preparation and disclosure of reserve estimates in accordance with SEC requirements. These controls include oversight of the reserves estimation reporting processes by Pioneer's Corporate Reserves Group ("Corporate Reserves"), and annual external audits of substantial portions of the Company's proved reserves by NSAI.
Corporate Reserves is responsible for the management of the oil and gas proved reserve estimation processes in each of the Company's asset areas.processes. Corporate Reserves is staffed with reservoir engineers and geoscientists who prepare reserve estimates at the end of each calendar quarter, for the assets that they manage, using reservoir engineering information technology. There is oversight of the reservoir engineers by the Director of Corporate Reserves and the Vice President of Corporate Reserves, each of whomwho is in turn subject to direct or indirect oversight by the Company's management committee ("MC"). The Company's MC is comprised of its Chief Executive Officer, Chief Financial Officer and other executive officers. The reserve estimates are prepared by reservoir engineers before being submitted to the Director and Vice President of Corporate Reserves for further review.
The reserve estimates are summarized in reserve reconciliations that quantify reserve changes since the previous year end as revisions of previous estimates, purchases of minerals-in-place, improved recovery, extensions and discoveries, production and sales of minerals-in-place. All reserve estimates, material assumptions and inputs used in reserve estimates and significant changes in reserve estimates are reviewed for engineering and financial appropriateness and compliance with SEC and GAAP standards by Corporate Reserves, in consultation with the Company's accounting and financial management personnel. Annually, the MC reviews the reserve estimates and any differences with the reserve auditors (for the portion of the reserves audited by NSAI) on a consolidated basis before these estimates are approved. The engineers and geoscientists who participate in the reserve estimation and disclosure process periodically attend training provided by external consultants and through internal Pioneer programs. Additionally, Corporate Reserves has prepared and maintains written policies and guidelines for its staff to reference on reserve estimation and preparation to promote consistency in the preparation of the Company's reserve estimates and compliance with the SEC reserve estimation and reporting rules.
Proved reserves audits. The proved reserve audits performed by NSAI for the years ended December 31,2019, 2018 2017 and 2016,2017, in the aggregate, represented 7983 percent, 7779 percent and 77 percent of the Company's year-end 2019, 2018 2017 and 20162017 proved reserves, respectively; and 99 percent, 95 percent 91 percent and 9391 percent of the Company's year-end 2019, 2018 2017 and 20162017 associated pre-tax present value of proved reserves discounted at ten percent, respectively.
NSAI follows the general principles set forth in the "Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserve Information" promulgated by the Society of Petroleum Engineers (the "SPE"). A reserve audit as defined by the SPE is not the same as a financial audit. The SPE's definition of a reserve audit includes the following concepts:
A reserve audit is an examination of reserve information that is conducted for the purpose of expressing an opinion as to whether such reserve information, in the aggregate, is reasonable and has been presented in conformity with the 2007 SPE publication entitled "Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information."

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The estimation of reserves is an imprecise science due to the many unknown geologic and reservoir factors that cannot be estimated through sampling techniques. Since reserves are only estimates, they cannot be audited for the purpose of verifying exactness. Instead, reserve information is audited for the purpose of reviewing in sufficient detail the policies, procedures and methods used by a company in estimating its reserves so that the reserve auditors may express an opinion as to whether, in the aggregate, the reserve information furnished by a company is reasonable.
The methods and procedures used by a company, and the reserve information furnished by a company, must be reviewed in sufficient detail to permit the reserve auditor, in itstheir professional judgment, to express an opinion as to the reasonableness of the reserve information. The auditing procedures require the reserve auditor to prepare their own estimates of reserve information for the audited properties.
In conjunction with the audit of the Company's proved reserves and associated pre-tax present value discounted at ten percent, Pioneer provided to NSAI its external and internal engineering and geoscience technical data and analyses. Following
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NSAI's review of that data, it had the option of honoring Pioneer's interpretations, or making its own interpretations. No data was withheld from NSAI. NSAI accepted without independent verification the accuracy and completeness of the historical information and data furnished by Pioneer with respect to ownership interest, oil and gas production, well test data, commodity prices, operating and development costs, and any agreements relating to current and future operations of the properties and sales of production. However, if in the course of its evaluations something came to its attention that brought into question the validity or sufficiency of any such information or data, NSAI did not rely on such information or data until it had satisfactorily resolved its questions relating thereto or had independently verified such information or data.
In the course of its evaluations, NSAI prepared, for all of the audited properties, its own estimates of the Company's proved reserves and the pre-tax present values of such reserves discounted at ten percent. NSAI reviewed its audit differences with the Company, and, in a number of cases, held meetings with the Company to review additional reserves work performed by the Company's technical teams and any updated performance data related to the proved reserve differences. Such data was incorporated, as appropriate, by both parties into the proved reserve estimates. NSAI's estimates, including any adjustments resulting from additional data, of those proved reserves and the pre-tax present value of such reserves discounted at ten percent did not differ from Pioneer's estimates by more than ten percent in the aggregate. However, when compared on a lease-by-lease, field-by-field or area-by-area basis, some of the Company's estimates were greater than those of the reserve auditors and some were less than the estimates of the reserve auditors. When such differences do not exceed ten percent in the aggregate and NSAI is satisfied that the proved reserves and pre-tax present values of such reserves discounted at ten percent are reasonable and that its audit objectives have been met, NSAI will issue an unqualified audit opinion. Remaining differences are not resolved due to the limited cost benefit of continuing such analyses by the Company and the reserve auditors. At the conclusion of the audit process, it was NSAI's opinion, as set forth in its audit letter, which is included as an exhibit to this Report, that Pioneer's estimates of the Company's proved oil and gas reserves and associated pre-tax present values discounted at ten percent are, in the aggregate, reasonable and have been prepared in accordance with the "Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information."
Qualifications of proved reserves preparers and auditors. Corporate Reserves is staffed by petroleum engineers with extensive industry experience and is managed by the Vice PresidentDirector of Corporate Reserves, the technical person who is primarily responsible for overseeing the Company's reserves estimates. These individuals meet the professional qualifications of reserves estimators and reserves auditors as defined by the "Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information." The qualifications of the Vice PresidentDirector of Corporate Reserves include 4140 years of international and domestic experience as a petroleum engineer, with 3422 years focused on reserves reporting for independent oil and gas companies, including Pioneer. He has an additional 18 years of Permian Basin-focused production engineering, advanced reservoir engineering, petrophysics, consulting and special project research experience with major oil companies. His educational background includes an undergraduate degree in ChemicalGeological Engineering andwith a Masters of Business Administration degree in Finance. He is also a Chartered Financial Analyst Charterholder.Petroleum Engineering emphasis.
NSAI provides worldwide petroleum property analysis services for energy clients, financial organizations and government agencies. NSAI was founded in 1961 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-2699. The technical person primarily responsible for auditing the Company's reserves estimates has been a practicing consulting petroleum engineer at NSAI since 1983 and has over 40 years of practical experience in petroleum engineering, including over 37 years of experience in the estimation and evaluation of proved reserves. He graduated with a Bachelor of Science degree in Chemical Engineering in 1978 and meets or exceeds the education, training and experience requirements set forth in the "Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information."
Technologies used in proved reserves estimates. Proved undeveloped reserves include those reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for completion. Undeveloped reserves may be classified as proved reserves on undrilled acreage directly offsetting development areas that are reasonably certain of production when drilled, or where reliable technology provides reasonable certainty of economic producibility. Undrilled locations may be classified as having undeveloped proved reserves only if an ability and intent has been established to drill the reserves within five years, unless specific circumstances justify a longer time period.

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In the context of reserves estimations, reasonable certainty means a high degree of confidence that the quantities will be recovered and reliable technology means a grouping of one or more technologies (including computational methods) that has been field-tested and has been demonstrated to provide reasonable certainty that the results will be consistent and repeatable in the formation being evaluated or in an analogous formation. In estimating proved reserves, the Company uses several different traditional methods such as performance-based methods, volumetric-based methods and analogy with similar properties. In addition, the Company utilizes additional technical analysis such as seismic interpretation, wireline formation tests, geophysical logs and core data to provide incremental support for more complex reservoirs. Information from this incremental support is combined with the traditional technologies outlined above to enhance the certainty of the Company's proved reserve estimates.
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Proved Reserves
Oil and gas proved reserves, located entirely in the United States, are as follows:
 Summary of Oil and Gas Proved Reserves as of Fiscal Year-End
Based on Average Fiscal-Year Prices
Proved Reserve Volumes
 Oil
(MBbls)
NGLs
(MBbls)
Gas
(MMcf) (a)
Total (MBOE)%
As of December 31, 2019:
Developed571,293  268,468  1,429,417  1,077,997  95 %
Undeveloped32,457  13,515  70,096  57,655  %
Total proved reserves603,750  281,983  1,499,513  1,135,652  100 %
As of December 31, 2018:
Developed521,579  219,730  1,330,852  963,118  92 %
Undeveloped43,431  21,184  127,722  85,902  %
Total proved reserves565,010  240,914  1,458,574  1,049,020  100 %
As of December 31, 2017:
Developed442,364  189,434  1,629,451  903,373  92 %
Undeveloped40,525  21,063  122,429  81,993  %
Total proved reserves482,889  210,497  1,751,880  985,366  100 %
 
Summary of Oil and Gas Proved Reserves as of Fiscal Year-End
Based on Average Fiscal-Year Prices
 Proved Reserve Volumes
 Oil
(MBbls)
 NGLs
(MBbls)
 Gas
(MMcf) (a)
 Total (MBOE) %
As of December 31, 2018:         
Developed521,579
 219,730
 1,330,852
 963,118
 92%
Undeveloped43,431
 21,184
 127,722
 85,902
 8%
Total proved reserves565,010
 240,914
 1,458,574
 1,049,020
 100%
As of December 31, 2017:         
Developed442,364
 189,434
 1,629,451
 903,373
 92%
Undeveloped40,525
 21,063
 122,429
 81,993
 8%
Total proved reserves482,889
 210,497
 1,751,880
 985,366
 100%
As of December 31, 2016:         
Developed343,515
 126,928
 1,215,861
 673,085
 93%
Undeveloped34,681
 10,013
 48,868
 52,840
 7%
Total proved reserves378,196
 136,941
 1,264,729
 725,925
 100%
 _____________________
 _____________________
(a)Total proved gas reserves include 100,236 MMcf, 106,948 MMcf and 171,623 MMcf of gas the Company expected to be produced and used as field fuel (primarily for compressors) as of December 31, 2019, 2018 and 2017, respectively.
(a)Total proved gas reserves contain 106,948 MMcf, 171,623 MMcf and 137,853 MMcf of gas that the Company expected to be produced and used as field fuel (primarily for compressors), rather than being delivered to a sales point as of December 31, 2018, 2017 and 2016, respectively.
The Company's Standardized Measure of total proved reserves are as follows:
 As of December 31,
 201920182017
 (in millions)
Proved developed reserves$7,588  $10,694  $7,708  
Proved undeveloped reserves2,146  639  443  
$9,734  $11,333  $8,151  
 As of December 31,
 2018 2017 2016
 (in millions)
Proved developed reserves$10,694
 $7,708
 $4,012
Proved undeveloped reserves639
 443
 178
Total proved reserves (a)$11,333
 $8,151
 $4,190
_____________________
(a)The Standardized Measure of total proved reserves as of December 31, 2018 and 2017 includes the reduction of the federal corporate income tax rate to 21 percent associated with the enactment of the Tax Cut and Jobs Act.
See "Unaudited"Unaudited Supplementary Information"Information" included in "Item 8. Financial Statements and Supplementary Data" for additional information.

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PIONEER NATURAL RESOURCES COMPANY

Description of Properties
Development drilling activity by significant asset area is as follows:
Year Ended December 31, 2019
Permian Basin  Total Company  
Beginning wells in progress16  16  
Wells spud15  15  
Less:
Successful wells26  26  
Ending wells in progress  

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 Year Ended December 31, 2018
 Permian Basin Total Company
Beginning wells in progress14
 14
Wells spud38
 38
Successful wells(35) (35)
Unsuccessful wells(1) (1)
Ending wells in progress16
 16
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PIONEER NATURAL RESOURCES COMPANY
Exploration/extension drilling activity by significant asset area is as follows:
Year Ended December 31, 2018Year Ended December 31, 2019
Permian Basin Total CompanyPermian Basin  Total Company  
Beginning wells in progress125
 136
Beginning wells in progress163  166  
Wells spud289
 292
Wells spud352  352  
Less:Less:
Successful wells(250) (251)Successful wells280  280  
Unsuccessful wells(1) (10)Unsuccessful wells  
Wells sold
 (1)Wells sold—   
Ending wells in progress163
 166
Ending wells in progress234  234  
Average daily oil, NGLs, gas and total production by significant asset area are as follows:
Year Ended December 31, 2019
Permian Basin  Total Company  
Oil (Bbls)211,104  212,353  
NGL (Bbls)71,123  72,323  
Gas (Mcf) (a)353,007  365,055  
Total (BOE)341,062  345,518  
 Year Ended December 31, 2018
 Permian Basin Total Company
Oil (Bbls)181,402
 190,639
NGLs (Bbls)54,459
 63,780
Gas (Mcf) (a)282,010
 393,391
Total (BOE)282,862
 319,984
_____________________
_____________________
(a)Gas production excludes gas produced and used as field fuel.
(a)Gas production excludes gas produced and used as field fuel.
Costs incurred by significant asset area are as follows:
Year Ended December 31, 2019
Permian Basin  Total Company  
 (in millions)
Property acquisition costs:
Proved$ $ 
Unproved26  26  
Exploration costs2,185  2,190  
Development costs667  667  
Asset retirement obligations85  85  
$2,965  $2,970  
 Year Ended December 31, 2018
 Permian Basin Total Company
 (in millions)
Property acquisition costs:   
Proved$1
 $1
Unproved64
 64
Exploration costs2,642
 2,653
Development costs911
 933
Asset retirement obligations21
 17
Total$3,639
 $3,668

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PIONEER NATURAL RESOURCES COMPANY

Permian Basin. With approximately 760,000765,000 gross acres (680,000 net acres), Pioneer is the largest acreage holder in the Spraberry/Wolfcamp field, which the U.S. Geological Survey ("USGS") estimates is the largest continuous oil field in the United States. Pioneer's interests in the northern portion of the play comprise approximately 560,000565,000 gross acres and its interests in the southern portion of the play, where the Company has a joint venture with Sinochem, comprise approximately 200,000 gross acres. The oil produced from the Spraberry/Wolfcamp field is West Texas Intermediate Sweet, and the gas produced is casinghead gas with an average energy content of 1,400 Btu. The oil and gas are produced primarily from six formations, the Spraberry, the Jo Mill, the Dean, the Wolfcamp, the Strawn and the Atoka, at depths ranging from 7,500 feet to 14,000 feet. The Company believes that it has significant resource potential within its Spraberry, Jo Mill and Wolfcamp formation acreage, based on its extensive geologic data covering the Middle Spraberry, Jo Mill Lower Spraberry and MiddleLower Spraberry intervals and the Wolfcamp A, B, C and D intervals and its drilling results to date.
During 2018,2019, the Company successfully completed 221229 horizontal wells in the northern portion of the play and 6477 horizontal wells in the southern portion of the play. In the northern portion of the play, approximately 4045 percent of the horizontal wells placed on production were Wolfcamp BA interval wells, approximately 4540 percent were Wolfcamp AB interval wells and approximately 15 percent were Spraberry and Wolfcamp D interval wells. The majority of the wells placed on production in the southern portion of the play were Wolfcamp B interval wells. In addition, the Company continues to complete acreage trades that allow the Company to drill wells with longer laterals, improving the expected returns of the wells. The Company estimates that the acreage trades completed in 20182019 added approximately 4.64.5 million lateral feet to the Company's drilling inventory.
The Company plans to operate 21an average of 23 to 2324 rigs in the Spraberry/Wolfcamp field in 2019, with 16 to 18 rigs operating in the northern portion2020, which includes an average of the play and five rigs operating in the southern portion of the play. During 2019,2020, the Company expects to place on production between 265 and 290approximately 40 percent
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PIONEER NATURAL RESOURCES COMPANY
of its planned horizontal wells. Approximately 45 percent of the horizontal wells are planned to be drilled in the Wolfcamp B interval, 3540 percent in the Wolfcamp A interval and the remaining 20 percent will be a combination of wells in the Spraberry intervals and a limited appraisal program for the Wolfcamp D interval.
Selected Oil and Gas Information
Production, price and cost data. The price that the Company receives for the oil and gas it produces is largely a function of market supply and demand. Demand is affected by general economic conditions, weather and other seasonal conditions, including hurricanes and tropical storms. Over or under supply of oil or gas can result in substantial price volatility. Historically, commodity prices have been volatile and the Company expects that volatility to continue in the future. Adecline in oil, NGL and gas prices or poor drilling results could have a material adverse effect on the Company's financial position, results of operations, cash flows, quantities of oil and gas reserves that may be economically produced and the Company's ability to access the capital markets.
The following tables set forth production, price and cost data with respect to the Company's properties. These amounts represent the Company's historical results of operations without making pro forma adjustments for any acquisitions, divestitures or drilling activity that occurred during the respective years. The production amounts will not match the proved reserve volume tables in the "Unaudited Supplementary Information" section included in "Item 8. Financial Statements and Supplementary Data" because field fuel volumes are included in the proved reserve volume tables. Because of normal production declines, increased or decreased drilling activities and the effects of acquisitions or divestitures, the historical information presented below should not be interpreted as being indicative of future results.

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PIONEER NATURAL RESOURCES COMPANY

PRODUCTION, PRICE AND COST DATA
 Year Ended December 31, 2019
 Permian BasinTotal Company
Annual sales volumes:
Oil (MBbls)77,053  77,509  
NGLs (MBbls)25,960  26,398  
Gas (MMcf)128,848  133,245  
Total (MBOE)124,488  126,114  
Average daily sales volumes:
Oil (Bbls)211,104  212,353  
NGLs (Bbls)71,123  72,323  
Gas (Mcf)353,007  365,055  
Total (BOE)341,062  345,518  
Average prices:
Oil (per Bbl)$53.77  $53.77  
NGL (per Bbl)$19.36  $19.33  
Gas (per Mcf)$1.75  $1.79  
Revenue (per BOE)$39.13  $38.98  
Average costs (per BOE):
Production costs:
Lease operating$4.52  $4.57  
Gathering, processing and transportation2.19  2.24  
Net natural gas plant/gathering(0.60) (0.59) 
Workover0.72  0.71  
Total$6.83  $6.93  
Production and ad valorem taxes:
Ad valorem$0.62  $0.63  
Production1.76  1.75  
Total$2.38  $2.38  
Depletion expense$12.85  $12.78  
 Year Ended December 31, 2018
 Permian Basin Total Company
Production information   
Annual sales volumes:   
Oil (MBbls)66,212
 69,583
NGLs (MBbls)19,878
 23,280
Gas (MMcf)102,934
 143,588
Total (MBOE)103,245
 116,794
Average daily sales volumes:   
Oil (Bbls)181,402
 190,639
NGLs (Bbls)54,459
 63,780
Gas (Mcf)282,010
 393,391
Total (BOE)282,862
 319,984
Average prices:   
Oil (per Bbl)$57.13
 $57.36
NGL (per Bbl)$30.32
 $29.84
Gas (per Mcf)$1.90
 $2.13
Revenue (per BOE)$44.37
 $42.73
Average costs (per BOE):   
Production costs:   
Lease operating$4.27
 $4.29
Third-party transportation charges2.21
 2.52
Net natural gas plant/gathering(0.67) (0.41)
Workover1.01
 0.92
Total$6.82
 $7.32
Production and ad valorem taxes:   
Ad valorem$0.59
 $0.60
Production1.94
 1.83
Total$2.53
 $2.43
Depletion expense$13.42
 $12.52





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PIONEER NATURAL RESOURCES COMPANY

PRODUCTION, PRICE AND COST DATA - (continued)
 Year Ended December 31, 2018
 Permian BasinTotal Company
Annual sales volumes:
Oil (MBbls)66,212  69,583  
NGLs (MBbls)19,878  23,280  
Gas (MMcf)102,934  143,588  
Total (MBOE)103,245  116,794  
Average daily sales volumes:
Oil (Bbls)181,402  190,639  
NGLs (Bbls)54,459  63,780  
Gas (Mcf)282,010  393,391  
Total (BOE)282,862  319,984  
Average prices:
Oil (per Bbl)$57.13  $57.36  
NGL (per Bbl)$30.32  $29.84  
Gas (per Mcf)$1.90  $2.13  
Revenue (per BOE)$44.37  $42.73  
Average costs (per BOE):
Production costs:
Lease operating$4.27  $4.29  
Gathering, processing and transportation2.21  2.52  
Net natural gas plant/gathering(0.67) (0.41) 
Workover1.01  0.92  
Total$6.82  $7.32  
Production and ad valorem taxes:
Ad valorem$0.59  $0.60  
Production1.94  1.83  
Total$2.53  $2.43  
Depletion expense$13.42  $12.52  
 Year Ended December 31, 2017
 Permian Basin Total Company
Production information   
Annual sales volumes:   
Oil (MBbls)53,889
 57,878
NGLs (MBbls)16,096
 20,078
Gas (MMcf)71,140
 128,665
Total (MBOE)81,842
 99,401
Average daily sales volumes:   
Oil (Bbls)147,641
 158,571
NGLs (Bbls)44,099
 55,008
Gas (Mcf)194,904
 352,507
Total (BOE)224,224
 272,330
Average prices:   
Oil (per Bbl)$48.32
 $48.24
NGL (per Bbl)$18.69
 $19.31
Gas (per Mcf)$2.45
 $2.63
Revenue (per BOE)$37.62
 $35.39
Average costs (per BOE):   
Production costs:   
Lease operating$4.36
 $4.58
Third-party transportation charges0.19
 0.85
Net natural gas plant/gathering(0.63) (0.28)
Workover0.87
 0.80
Total$4.79
 $5.95
Production and ad valorem taxes:   
Ad valorem$0.58
 $0.57
Production1.81
 1.59
Total$2.39
 $2.16
Depletion expense$15.34
 $13.61


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PIONEER NATURAL RESOURCES COMPANY

PRODUCTION, PRICE AND COST DATA - (continued)
 Year Ended December 31, 2017
 Permian BasinTotal Company
Annual sales volumes:
Oil (MBbls)53,889  57,878  
NGLs (MBbls)16,096  20,078  
Gas (MMcf)71,140  128,665  
Total (MBOE)81,842  99,401  
Average daily sales volumes:
Oil (Bbls)147,641  158,571  
NGLs (Bbls)44,099  55,008  
Gas (Mcf)194,904  352,507  
Total (BOE)224,224  272,330  
Average prices:
Oil (per Bbl)$48.32  $48.24  
NGL (per Bbl)$18.69  $19.31  
Gas (per Mcf)$2.45  $2.63  
Revenue (per BOE)$37.62  $35.39  
Average costs (per BOE):
Production costs:
Lease operating$4.36  $4.58  
Gathering, processing and transportation0.19  0.85  
Net natural gas plant/gathering(0.63) (0.28) 
Workover0.87  0.80  
Total$4.79  $5.95  
Production and ad valorem taxes:
Ad valorem$0.58  $0.57  
Production1.81  1.59  
Total$2.39  $2.16  
Depletion expense$15.34  $13.61  
 Year Ended December 31, 2016
 Permian Basin Total Company
Production information   
Annual sales volumes:   
Oil (MBbls)43,049
 48,926
NGLs (MBbls)10,886
 15,922
Gas (MMcf)51,528
 124,428
Total (MBOE)62,523
 85,586
Average daily sales volumes:   
Oil (Bbls)117,619
 133,677
NGLs (Bbls)29,743
 43,504
Gas (Mcf)140,788
 339,966
Total (BOE)170,827
 233,842
Average prices:   
Oil (per Bbl)$40.30
 $39.65
NGL (per Bbl)$13.48
 $13.49
Gas (per Mcf)$2.11
 $2.11
Revenue (per BOE)$31.84
 $28.25
Average costs (per BOE):   
Production costs:   
Lease operating$5.35
 $5.02
Third-party transportation charges0.20
 1.41
Net natural gas plant/gathering(0.43) 0.01
Workover0.35
 0.35
Total$5.47
 $6.79
Production and ad valorem taxes:   
Ad valorem$0.50
 $0.46
Production1.44
 1.14
Total$1.94
 $1.60
Depletion expense$19.62
 $16.77


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PIONEER NATURAL RESOURCES COMPANY

Productive wells. Productive wells consist of producing wells and wells capable of production, including shut-inoil wells andawaiting connection to production facilities, gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities.shut-in wells. One or more completions in the same well bore are counted as one well. Any well in which one of the multiple completions is an oil completion is classified as an oil well.
Productive oil and gas wells attributable to the Company's properties are as follows:
PRODUCTIVE WELLS
As of December 31, 2019
Gross Productive WellsNet Productive Wells
OilGasTotalOilGasTotal
6,677  16  6,693  5,952   5,961  
As of December 31, 2018
Gross Productive Wells Net Productive Wells
Oil Gas Total Oil Gas Total
7,454
 694
 8,148
 6,568
 371
 6,939

Developed, undeveloped and royalty leasehold acreage is as follows:
LEASEHOLD ACREAGE
As of December 31, 2019
Developed AcreageUndeveloped AcreageRoyalty Acreage
Gross AcresNet AcresGross AcresNet Acres
751,929  667,237  30,467  24,761  98,090  
As of December 31, 2018
Developed Acreage Undeveloped Acreage Royalty Acreage
Gross Acres Net Acres Gross Acres Net Acres 
884,713
 736,546
 42,913
 35,225
 106,143

The expiration dates of the leases attributable to gross and net undeveloped acres are as follows:
As of December 31, 2019
 Acres Expiring (a)
 GrossNet
202017,887  15,484  
20211,667  812  
20223,537  2,108  
2023445  445  
2024—  —  
Thereafter6,931  5,912  
30,467  24,761  
 As of December 31, 2018
 Acres Expiring (a)
 Gross Net
201921,739
 19,399
20204,565
 2,329
20211,517
 285
20222,004
 1,636
20235,592
 5,333
Thereafter7,496
 6,243
 42,913
 35,225
 _____________________
 _____________________
(a)Acres expiring are based on contractual lease maturities.
(a)Acres expiring are based on contractual lease maturities.
Of the 21,72816,296 net acres expiring in 20192020 and 2020, 20,2542021, 16,135 net acres are concentrated in the Permian Basin in West Texas, where the Company has an active drilling program and ongoing efforts to extend leases that may not be drilled prior to expiration. Approximately 13,000 of the net acres expiring in 2020 are subject to continuous drilling obligations, which the Company expects to meet with its active drilling program. The Company currently has no proved undeveloped reserve locations scheduled to be drilled after lease expiration. The remaining 1,474161 net acres expiring in 2020 and 2021 are concentrated in eastern Colorado. The Company has no drilling plans for this acreage and does not have any undeveloped acreage costs recorded as of December 31, 20182019 associated with this acreage.

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PIONEER NATURAL RESOURCES COMPANY
Drilling and other exploratory and development activities. The following table sets forth the number of gross and net wells drilled by the Company that were productive or dry holes. This information should not be considered indicative of future performance, nor should it be assumed that there was any correlation between the number of productive wells drilled and the oil and gas reserves generated thereby or the costs to the Company of productive wells compared to the costs of dry holes.

 Gross WellsNet Wells
 Year Ended December 31,Year Ended December 31,
 201920182017201920182017
Productive wells:
Development26  35  26  20  23  20  
Exploratory280  251  222  249  226  198  
Dry holes:
Development—   —  —   —  
Exploratory 10      
307  297  250  270  256  219  
Success ratio (a)100 %96 %99 %100 %97 %99 %
 ______________________
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Table(a)Represents the ratio of Contentsthose wells that were successfully completed as producing wells or wells capable of producing to total wells drilled and evaluated.
PIONEER NATURAL RESOURCES COMPANY

DRILLING ACTIVITIES
 Gross Wells Net Wells
 Year Ended December 31, Year Ended December 31,
 2018 2017 2016 2018 2017 2016
Productive wells:           
Development35
 26
 39
 23
 20
 32
Exploratory251
 222
 215
 226
 198
 194
Dry holes:           
Development1
 
 
 1
 
 
Exploratory10
 2
 
 6
 1
 
 297
 250
 254
 256
 219
 226
Success ratio (a)96% 99% 100% 97% 99% 100%
 ______________________
(a)Represents the ratio of those wells that were successfully completed as producing wells or wells capable of producing to total wells drilled and evaluated.
Wells in process of being drilled are as follows:
As of December 31, 2019
Gross WellsNet Wells
Development  
Exploratory234  209  
239  214  

 As of December 31, 2018
 Gross Wells Net Wells
Development16
 10
Exploratory166
 152
 182
 162
ITEM 3.LEGAL PROCEEDINGS
ITEM 3.LEGAL PROCEEDINGS
The Company is party to various proceedings and claims incidental to its business. While many of these matters involve inherent uncertainty, the Company believes that the amount of the liability, if any, ultimately incurred with respect to these proceedings and claims will not have a material adverse effect on the Company's consolidated financial position as a whole or on its liquidity, capital resources or future annual results of operations. See Note 1011 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4.MINE SAFETY DISCLOSURES
The Company's sand mines are subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Annual Report filed on Form 10-K.Not applicable.

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PIONEER NATURAL RESOURCES COMPANY

INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of the date of this Report regarding the Company's executive officers. All of the Company's executive officers serve at the discretion of the Company's board of directors. There are no family relationships among any of the Company's directors or executive officers.
NamePositionAge
Scott D. SheffieldPresident and Chief Executive Officer6667 
Mark S. BergExecutive Vice President, Corporate/Vertically IntegratedCorporate Operations6061 
Chris J. CheatwoodExecutive Vice President, Field Development and ChiefEmerging Technology Officer5859 
Richard P. DealyExecutive Vice President and Chief Financial Officer5253 
J.D. HallExecutive Vice President, Permian Operations5354 
KennethMark H. Sheffield, Jr.KleinmanExecutive Vice President Operations/Engineering/Facilitiesand General Counsel58
William F. HannesSenior Vice President, Special Projects5960 
Mark H. KleinmanBonnie S. BlackSenior Vice President, and General CounselDrilling5748 
TeresaCraig A. FairbrookKuiperVice President, and Chief Human Resources OfficerProduction Operations4543 
Elizabeth A. McDonaldVice President, Permian Strategic Planning and Field Development41 
Margaret M. MontemayorVice President and Chief Accounting Officer4142 
Christopher M. PaulsenVice President, Business Development43 
Neal H. ShahVice President, Investor Relations4849 
Stephanie D. StewartVice President and Chief Information Officer5051 
Tyson L. TaylorVice President, Human Resources41 
Scott D. Sheffield
Mr. Sheffield was appointed as the Company's President and Chief Executive Officer in February 2019. Previously, he had served as Chief Executive Officer of the Company from 1997 through December 31, 2016, and then as the Executive Chairman until December 31, 2017. He has served as a director of the Company since 1997 and had served as Chairman of the Board from 1999 through February 2019. Mr. Sheffield was the Chairman of the Board of Directors and Chief Executive Officer of Parker & Parsley Petroleum Company, a predecessor of the Company (together with its predecessor companies, "Parker & Parsley"), from January 1989 until the Company was formed in August 1997. Mr. Sheffield joined Parker & Parsley as a petroleum engineer in 1979, was promoted to Vice President - Engineering in September 1981, was elected President and a Director in April 1985, and became Parker & Parsley's Chairman of the Board and Chief Executive Officer on January 19, 1989. Before joining Parker & Parsley, Mr. Sheffield was employed as a production and reservoir engineer for Amoco Production Company. He hadMr. Sheffield is also served as Chief Executive Officer anda director from June 2007, and as Chairman of the Board from May 2008, of the general partner of Pioneer Southwest Energy Partners L.P. ("Pioneer Southwest") through December 2013.The Williams Companies, Inc. Mr. Sheffield is a distinguished graduate of the University of Texas with a Bachelor of Science degree in Petroleum Engineering.
Mark S. Berg
Mr. Berg was electedjoined the Company as the Company's Executive Vice President and General Counsel in April 2005, serving in those capacities until January 2014, at which time he assumed broader executive responsibilities, most recently being elected to serve as Executive Vice President, Corporate/Vertically IntegratedCorporate Operations, in May 2017. Mr. Berg had previously served as Executive Vice President, Corporate/Operations since August 2015 and Executive Vice President and General Counsel of the general partner of Pioneer Southwest from June 2007 through the Company's acquisition of Pioneer Southwest in December 2013.April 2019. Prior to joining the Company, Mr. Berg served as Executive Vice President, General Counsel and Secretary of American General Corporation, a Fortune 200 diversified financial services company, from 1997 through 2002. Subsequent to the sale of American General to American International Group, Inc., Mr. Berg joined Hanover Compressor Company as Senior Vice President, General Counsel and Secretary. He served in that capacity from May 2002 through April 2004. Mr. Berg began his career in 1983 with the Houston-based law firm of Vinson & Elkins L.L.P. He was a partner with the firm from 1990 through 1997. Mr. Berg is also a director of ProPetro Holding Corp. and HighPoint Resources Corporation.Corporation and a director and Vice Chairman of Permian Strategic Partnership Inc. Mr. Berg graduated Magna Cum Laude and Phi Beta Kappa with a Bachelor of Arts degree from Tulane University in 1980. He earned his Juris Doctorate with honors from the University of Texas School of Law in 1983.
Chris J. Cheatwood
Mr. Cheatwood was elected as the Company's Executive Vice President, Field Development and ChiefEmerging Technology, Officer in May 2017.April 2019. Mr. Cheatwood had previously served as Executive Vice President and Chief Technology Officer since May 2017, and as Executive Vice President, Business Development and Geoscience since, from November 2011 to May 2017, Executive Vice President, Business Development and Technology, from February 2010 until November 2011, Executive Vice President, Geoscience from November 2007 until February 2010, Executive Vice President - Worldwide Exploration from
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PIONEER NATURAL RESOURCES COMPANY
January 2002 until November 2007, Senior Vice President - Worldwide Exploration from December 2000 to January 2002 and Vice

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PIONEER NATURAL RESOURCES COMPANY

President - Domestic Exploration from July 1998 to December 2000. Mr. Cheatwood also served as an Executive Vice President of the general partner of Pioneer Southwest from June 2007 through the Company's acquisition of Pioneer Southwest in December 2013. Before joining the Company, Mr. Cheatwood spent ten years with Exxon Corporation. Mr. Cheatwood is a graduate of the University of Oklahoma with a Bachelor of Science degree in Geology and earned his Master of Science degree in Geology from the University of Tulsa.
Richard P. Dealy
Mr. Dealy was elected as the Company's Executive Vice President and Chief Financial Officer in November 2004. Mr. Dealy held positions for the Company as Vice President and Chief Accounting Officer from February 1998 to November 2004 and Vice President and Controller from August 1997 to January 1998. Mr. Dealy also served as Executive Vice President, Chief Financial Officer, Treasurer and Director of the general partner of Pioneer Southwest from June 2007 through the Company's acquisition of Pioneer Southwest in December 2013. Mr. Dealy joined Parker & Parsley in July 1992 and was promoted to Vice President and Controller in 1996, in which position he served until August 1997. Before joining Parker & Parsley, Mr. Dealy was employed by KPMG LLP. Mr. Dealy graduated with honors from Eastern New Mexico University with a Bachelor of Business Administration degree in Accounting and Finance and is a Certified Public Accountant.
J. D. Hall
Mr. Hall was elected as the Company's Executive Vice President, Permian Operations, in August 2015.April 2019. Mr. Hall had previously held positions for the Company as Executive Vice President, Permian Operations, from August 2015 to April 2019, Executive Vice President, Southern Wolfcamp Operations from August 2014 to August 2015, Senior Vice President, South Texas Operations from June 2013 to August 2014, Vice President, South Texas Operations from February 2013 to June 2013, Vice President, South Texas Asset Team from September 2012 to February 2013 and Vice President, Eagle Ford Asset Team from January 2010 to September 2012. Prior to his positions in South Texas, he was the Operations Manager in Alaska from January 2005 to January 2010. He previously held several other positions with the Company, including managing offshore, onshore and international projects. He began his career with a predecessor company, MESA, Inc. ("MESA"), in 1989. He has a Bachelor of Science degree in Mechanical Engineering from Texas Tech University and is a Registered Professional Engineer in Texas.
KennethMark H. Sheffield, Jr.Kleinman
Mr. SheffieldKleinman was elected as the Company's Executive Vice President Operations/Engineering/Facilitiesand General Counsel in May 2017. Mr. Sheffield had previously servedApril 2019. He also held the Company in a numberpositions of executive positions, including Executive Vice President, South Texas Asset Team, Western Asset Team and Corporate Engineering from August 2015 to May 2017, Executive Vice President, South Texas Operations from August 2014 to August 2015, Senior Vice President Operations and EngineeringGeneral Counsel from January 2014 through April 2019, Vice President from May 2006 until January 2014, Corporate Secretary from June 2013 to2005 through August 2014, Vice President, Corporate Engineering2015, and Chief Compliance Officer from November 2011 to June 2013 and President of the Company's Alaska subsidiary from September 2002 to November 2011.2005 until May 2013. Mr. Sheffield joined MESA in June 1982 and held a number of supervisory and technical positions with MESA in the areas of drilling, production, reservoir engineering and acquisitions until being promoted to Vice President Acquisitions & Development in 1996. He is a graduate of Texas A&M University withKleinman earned a Bachelor of ScienceArts degree in Petroleum Engineering.Government from the University of Texas and graduated, with honors, from the University of Texas School of Law.
William F. Hannes
Mr. Hannes was elected as the Company's Senior Vice President, Special Projects in January 2017. Mr. Hannes had previously served the Company as Senior Vice President, Special Management Committee Advisor since August 2014, Executive Vice President, Southern Wolfcamp Operations from February 2013 until August 2014, Executive Vice President, South Texas Operations from February 2010 until February 2013, Executive Vice President, Business Development from December 2007 until February 2010, Executive Vice President, Worldwide Business Development from November 2005 until December 2007 and Vice President, Engineering and Development from September 2003 until November 2005. Mr. Hannes joined Parker & Parsley in July 1997 as Director of Business Development, and continued to serve the Company in this capacity after the Company's formation in August 1997 until he was promoted to Vice President - Engineering and Development in June 2001, which position he held until November 2005. Prior to joining Parker & Parsley, Mr. Hannes held engineering positions with Mobil Corporation and Superior Oil Company. Mr. Hannes earned his Bachelor of Science degree in Petroleum Engineering from Texas A&M University.
Mark H. KleinmanBonnie S. Black
Mr. KleinmanMs. Black was elected as the Company's SeniorCompany’s Vice President, and General CounselDrilling, in January 2014. He alsoMay 2019. Ms. Black had previously held positions for the positions of Corporate Secretary from June 2005 through August 2015, Vice President from May 2006 until January 2014 and Chief Compliance Officer from June 2005 until May 2013. Mr. Kleinman also servedCompany as Vice President, Permian Well Planning and Secretary of the general partner of Pioneer SouthwestPermitting, from September 2015 to June 2007 until April 2008 and as its2019, Vice President, Environmental and Chief Compliance OfficerSustainable Development, from AprilJanuary 2015 to September 2015, and Vice President, Environmental, from September 2013 to January 2015. She joined the Company in 2007 and has served in a number of positions, including managing Health, Safety and Environmental for the Company’s Alaska asset. Prior to joining the Company, Ms. Black was a business owner and industry consultant in Alaska, working for several major oil companies. She earned a Bachelor of Science, Civil Engineering degree from Texas A&M University in 1994 and is a registered professional engineer with a specialization in Environmental Engineering.


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PIONEER NATURAL RESOURCES COMPANY

Craig A. Kuiper
2008 through the Company's acquisition of Pioneer Southwest in December 2013. Mr. Kleinman earned a Bachelor of Arts degree in Government from the University of Texas and graduated, with honors, from the University of Texas School of Law.
Teresa A. Fairbrook
Ms. FairbrookKuiper was elected as the Company's Vice President, and Chief Human Resources OfficerProduction Operations in March 2016, prior to which sheApril 2019. Mr. Kuiper had servedpreviously held positions for the Company as Vice President, Human Resources sincePermian Operations, from August 2014 to April 2019, and Vice President, Operations, Southern Wolfcamp Asset Team, from February 2013.2013 to September 2014. He joined the Company in 2001 as a production engineer drilling vertical wells, and has held a number of positions, including leading operations and reservoir engineering in Southern Louisiana, the Gulf of Mexico, South Texas, West Panhandle and the Permian Basin. Mr. Kuiper earned a Bachelor of Science, Mechanical Engineering degree from Texas A&M University.
Elizabeth A. McDonald
Ms. McDonald was elected as the Company's Vice President, Permian Strategic Planning and Field Development, in May 2019. Ms. McDonald had previously held positions for the Company as Vice President, Permian Infrastructure Development and Operations, from April 2018 to April 2019, Vice President, South Texas Asset Team, from March 2017 to April 2018, and Vice President, South Texas Subsurface, from August 2014 to February 2017. She joined the Company in 1999, serving in2005 as a reservoir engineer on the Engineering and Development team focused on the Gulf of Mexico and North Africa exploration projects, and has held a number of positions, in the Human Resources Department. Prior to joining the Company,including as Senior Reservoir Engineering Manager – South Texas Asset Team, Manager of Planning – Corporate Finance, Business Analyst – Worldwide Operations, Senior Reservoir Engineer – Central Gulf Coast Exploration and Reservoir Engineer – Engineering and Development. Ms. Fairbrook was in human resources at Dal-Tile Corporation in Dallas, Texas, where she held a variety of roles in employee relations, recruiting and benefits. Ms. Fairbrook receivedMcDonald earned a Bachelor of Business AdministrationScience, Petroleum Engineering degree in 2001 from St. Mary'sTexas A&M University in San Antonio, Texas, with an emphasis in Human Resource Management, and is a Certified Compensation Professional.registered professional engineer in Texas.
Margaret M. Montemayor
Ms. Montemayor was elected as the Company's Vice President and Chief Accounting Officer in March 2014. Ms. Montemayor had previously served the Company as Vice President and Corporate Controller since January 2014, Corporate Controller from April 2012 to December 2013 and Director of Technical Accounting and Financial Reporting from June 2010 to March 2012. Prior to joining the Company, Ms. Montemayor served as a Manager at PricewaterhouseCoopers LLP since June 2006. Ms. Montemayor graduated from St. Mary's University in San Antonio, Texas with a Bachelor of Business Administration degree in Accounting and a Master of Business Administration degree and is a Certified Public Accountant.
Christopher M. Paulsen
Mr. Paulsen was elected as the Company's Vice President, Business Development in April 2019. Mr. Paulsen had previously held positions for the Company as Vice President, Marketing, from February 2019 to April 2019, and Vice President, Business Development, from January 2013 to February 2019. He joined the Company in 2002 and has served in a number of positions, including Director - Business Development, Subsurface Manager – Barnett Shale, Manager of Budgeting, Planning and Financial Analysis – Western Division, Manager of Finance – Worldwide Business Development, and Manager of Investor Relations. Mr. Paulsen earned a Business Administration degree in 1999 from Baylor University and a Master of Business Administration degree in 2008 from the University of Texas.
Neal H. Shah
Mr. Shah joined the Company in June 2017 as Vice President, Investor Relations. Before joining the Company, Mr. Shah served as Senior Equity Research Analyst at Thrivent Asset Management from June 2016 to June 2017, and as Vice President at Nuveen LLC from March 2006 to June 2016. He has a financial and equity research background and has held various financial analysis positions at Piper Jaffray & Company, RBC Capital Markets and Goldman Sachs & Company. Mr. Shah earned a Bachelor of Science degree in Electrical Engineering from Louisiana State University and a Master of Business Administration degree from the Booth School of Business at the University of Chicago, where he was a Siebel Scholar and a recipient of the Irwin J. Biedrman Leadership award.
Stephanie D. Stewart
Ms. Stewart joinedwas elected as the Company in June 2014 asCompany's Vice President and Chief Information Officer.Officer in June 2017. Before joining the Company, she served as Vice President of E&P Data and Analytics at the end of her 12-year tenure at Devon Energy. Prior to Devon Energy, she worked in information technology at Williams Energy and BP Amoco. Ms. Stewart earned a Bachelor of Business Administration degree from the University of Oklahoma and her Executive Master of Business Administration degree in Energy from the University of Oklahoma's Price College of Business.


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PIONEER NATURAL RESOURCES COMPANY
Tyson L. Taylor
Ms. Taylor was elected as the Company's Vice President, Human Resources, in April 2019, and previously served as Vice President, Learning and Development from June 2017 to April 2019. She joined the Company in 2007 and has served in a number of positions, including Director, Organizational Development & Recruiting, Director, Employee Relations & Recruiting, and Manager, Employee Relations & Recruiting. Ms. Taylor earned a Bachelor of Business Administration degree from the University of North Texas in 2001 and a Master of Business Administration degree in 2012 from Southern Methodist University.
Officers are generally elected by the Company's board of directors at its meeting on the day of each annual election of directors, with each such officer serving until a successor has been elected and qualified.



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PIONEER NATURAL RESOURCES COMPANY

PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock is listed and traded on the NYSE under the symbol "PXD." The Company's board of directors has authority to declare dividends to the holders of the Company's common stock. The board of directors intends to considercontinue the payment of dividends to the holders of the Company's common stock in the future. The declaration and payment of future dividends, however, will be at the discretion of the board of directors and will depend on, among other things, the Company's earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant.
As of February 21, 2019,18, 2020, the Company's common stock was held by 9,9009,391 holders of record.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Purchases of the Company's common stock are as follows:
   Three months ended December 31, 2018
Period Total Number of
Shares Purchased (a)
 Average Price Paid per Share Total Number of 
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
 Approximate Dollar
Amount of Shares
that May Yet Be
Purchased under
Plans or Programs (b)
October 2018 51
 $175.90
 
 $77,647,626
November 2018 38
 $154.31
 
 $77,647,626
December 2018 976,412
 $130.94
 973,465
 $1,872,535,773
  976,501
   973,465
  
Three Months Ended December 31, 2019
PeriodTotal Number of
Shares Purchased (a)
Average Price Paid per ShareTotal Number of 
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
Approximate Dollar
Amount of Shares
that May Yet Be
Purchased under
Plans or Programs (b)
October 20191,842  $131.75  —  $1,272,379,289  
November 201923,880  $133.41  —  $1,272,379,289  
December 2019165,537  $132.25  164,192  $1,250,690,958  
191,259  164,192  
__________________
(a)Includes shares purchased from employees in order for employees to satisfy income tax withholding payments related to share-based awards that vested during the period.
(b)In February 2018, the Company's board of directors authorized a $100 million common stock repurchase program. In December 2018, the Company's board of directors canceled the previously authorized program and authorized a new $2 billion common stock repurchase program.

(a)Includes shares purchased from employees in order for employees to satisfy income tax withholding payments related to share-based awards that vested during the period.

(b)In December 2018, the Company's board of directors authorized a $2 billion common stock repurchase program.
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PIONEER NATURAL RESOURCES COMPANY

Performance Graph
The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the Securities and Exchange Commission,SEC, nor shall the information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
The following graph below compares the cumulative total stockholder return on the Company's common stock during the five-year period ended December 31, 2018,2019, with cumulative total returns during the same period for the Standard & Poor's ("S&P") 500 Index and the S&P Oil and Gas Exploration & Production Index and the S&P 500.Index.

pxd-20191231_g1.jpg


comparisonofreturna01.jpg

*$100 invested on 12/31/13 in stock or index, including reinvestment of dividends.

As of December 31,As of December 31,
2013 2014 2015 2016 2017 2018201420152016201720182019
Pioneer Natural Resources Company$100.00
 $80.90
 $68.18
 $97.97
 $94.09
 $71.73
Pioneer Natural Resources Company$100.00  $84.28  $121.11  $116.31  $88.66  $102.91  
S&P 500$100.00
 $113.69
 $115.26
 $129.05
 $157.22
 $150.33
S&P 500$100.00  $101.38  $113.51  $138.29  $132.23  $173.86  
S&P Oil & Gas Exploration & Production$100.00
 $89.41
 $58.87
 $78.22
 $73.29
 $58.99
S&P Oil & Gas Exploration & Production$100.00  $65.85  $87.48  $81.96  $65.98  $73.91  
The stock price performance included in this graph is not necessarily indicative of future stock price performance.

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PIONEER NATURAL RESOURCES COMPANY

ITEM 6.SELECTED FINANCIAL DATA
ITEM 6.SELECTED FINANCIAL DATA
The Company's selected consolidated financial data as of and for each of the five years ended December 31, 20182019 should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 8. Financial Statements and Supplementary Data."
 Year Ended December 31,
 2018 2017 2016 2015 2014
 (in millions, except per share data)
Statements of Operations Data:         
Oil and gas revenues (a)$4,991
 $3,518
 $2,418
 $2,178
 $3,599
Sales of purchased oil and gas (b)$4,388
 $1,776
 $1,091
 $700
 $608
Gain on disposition of assets, net (c)$290
 $208
 $2
 $782
 $9
Total revenues and other income$9,415
 $5,455
 $3,382
 $4,561
 $4,954
Purchased oil and gas (b)$3,930
 $1,807
 $1,155
 $739
 $585
Total costs and expenses (a)(d)$8,164
 $5,146
 $4,341
 $4,982
 $3,357
Income (loss) from continuing operations$975
 $833
 $(556) $(266) $1,041
Loss from discontinued operations, net of tax$
 $
 $
 $(7) $(111)
Net income (loss) attributable to common stockholders$978
 $833
 $(556) $(273) $930
Income (loss) from continuing operations attributable to common stockholders per share:         
Basic$5.71
 $4.86
 $(3.34) $(1.79) $7.17
Diluted$5.70
 $4.85
 $(3.34) $(1.79) $7.15
Net income (loss) attributable to common stockholders per share:         
Basic$5.71
 $4.86
 $(3.34) $(1.83) $6.40
Diluted$5.70
 $4.85
 $(3.34) $(1.83) $6.38
Dividends declared per share$0.32
 $0.08
 $0.08
 $0.08
 $0.08
Balance Sheet Data (as of December 31):         
Total assets$17,903
 $17,003
 $16,459
 $15,154
 $14,909
Long-term obligations$3,974
 $3,596
 $4,482
 $5,317
 $4,901
Total equity$12,111
 $11,279
 $10,411
 $8,375
 $8,589
______________________
(a)
Results for 2018 are presented under Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers," while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting under ASC 605, "Revenue Recognition." See Note 2 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(b)The Company enters into purchase transactions with third parties and separate sale transactions with third parties to (i) diversify a portion of the Company's oil sales to the Gulf Coast refinery or international export markets and (ii) satisfy unused gas pipeline capacity commitments. The net balance of these transactions results in either a cash uplift or cash detriment associated with these purchase and sale transactions.
(c)
See Note 3 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(d)The Company recorded unusual items in total costs and expenses as follows:
2018: $77 million of noncash impairment charges related to the Company's gas field assets in the Raton Basin; $443 million of accelerated depreciation on its sand mine assets to be decommissioned in 2019; $39 million of employee-related charges; and $124 million of contract termination charges associated with the Company's asset divestitures.
2017: $285 million of noncash impairment charges related to gas field assets in the Raton Basin.
2016: $32 million of noncash impairment charges related to oil and gas properties in the West Panhandle gas and liquids field.
2015: $1.1 billion of noncash impairment charges related to oil and gas properties in the West Panhandle gas and liquids field and West Eagle Ford Shale gas and liquids field.

 Year Ended December 31,
 20192018201720162015
 (in millions, except per share data)
Statements of Operations Data:
Oil and gas revenues$4,916  $4,991  $3,518  $2,418  $2,178  
Sales of purchased oil and gas (a)$4,755  $4,388  $1,776  $1,091  $700  
Gain (loss) on disposition of assets, net (b)$(477) $290  $208  $ $782  
Total revenues and other income$9,304  $9,415  $5,455  $3,382  $4,561  
Purchased oil and gas (a)$4,472  $3,930  $1,807  $1,155  $739  
Total costs and expenses (c)$8,317  $8,164  $5,146  $4,341  $4,982  
Net income (loss) attributable to common stockholders$756  $978  $833  $(556) $(273) 
Net income (loss) per share attributable to common
stockholders
Basic$4.50  $5.71  $4.86  $(3.34) $(1.83) 
Diluted$4.50  $5.70  $4.85  $(3.34) $(1.83) 
Dividends declared per share$1.20  $0.32  $0.08  $0.08  $0.08  
Balance Sheet Data (as of December 31):
Total assets$19,067  $17,903  $17,003  $16,459  $15,154  
Long-term obligations$4,452  $3,974  $3,596  $4,482  $5,317  
Total equity$12,119  $12,111  $11,279  $10,411  $8,375  
______________________
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Table(a)The Company enters into purchase transactions with third parties and separate sale transactions with third parties to diversify a portion of Contentsthe Company's oil and gas sales to the Gulf Coast refineries and LNG facilities, international export markets and to satisfy unused gas pipeline capacity commitments. The net balance of these transactions results in either a cash uplift or cash detriment, primarily due to commodity price volatility, associated with the purchase and sale price of each transaction.
PIONEER NATURAL RESOURCES COMPANY

(b)See Note 3, Note 4 and Note 15 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.

(c)The Company recorded unusual items in total costs and expenses as follows:
i.2019: $329 million related primarily to corporate restructuring charges, asset divestiture-related charges, sand mine decommissioning-related charges and move-related costs to relocate the Company's corporate headquarters. See Note 3 and Note 16 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
ii.2018: $77 million of noncash impairment charges related to the Company's gas field assets in the Raton Basin; $443 million of accelerated depreciation associated with the decommissioning of its sand mine assets in 2019; and $39 million of employee-related charges and $124 million of contract termination charges associated with the Company's asset divestitures.
iii.2017: $285 million of noncash impairment charges related to gas field assets in the Raton Basin.
iv.2016: $32 million of noncash impairment charges related to oil and gas properties in the West Panhandle gas and liquids field.
v.2015: $1.1 billion of noncash impairment charges related to oil and gas properties in the West Panhandle gas and liquids field and West Eagle Ford Shale gas and liquids field.


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PIONEER NATURAL RESOURCES COMPANY

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial and Operating Performance
Pioneer's financial and operating performance for 20182019 included the following highlights:
Net income attributable to common stockholders was $978$756 million ($5.704.50 per diluted share) for the year ended December 31, 2018,2019, as compared to net income of $833$978 million ($4.855.70 per diluted share) in 2017.2018. The primary components of the $145$222 million increasedecrease in earnings attributable to common stockholders include:
a $1.5 billion increase in oil and gas revenues as a result of a 21 percent increase in average realized commodity prices per BOE, including the effects of a $207 million increase in gas and NGL revenues as a result of the adoption of new revenue recognition rules in 2018, combined with a 17 percent increase in sales volumes;
a $489 million increase in net revenue generated by purchases and sales of oil and gas, primarily related to the Company's firm transportation agreements that provide opportunities for enhanced margins by moving oil and gas from the Company's areas of production to price advantaged markets;
a $208$767 million decrease in impairment charges reflecting the gain (loss) on disposition of assets (from a net gain on disposition of assets in 2018 noncash impairment chargeto a net loss on disposition of $77 millionassets in 2019), primarily due to reduce the carrying value2019 net loss recorded on the divestiture of the Company's Raton BasinEagle Ford assets and other remaining South Texas assets, as compared to the 2017 noncash impairment charge of $285 million related tonet gain recorded on the same assets;
an $82 million increase in net gains on disposition of assets reflecting theCompany's 2018 divestitures, ofincluding the Company's pressure pumping assets; Sinor Nest (Lower Wilcox) oil field;field assets; West Panhandle and West Eagle Ford Shale gas and liquids fields;fields assets; and Raton Basin gas field assets; and
a $27$177 million decreaseincrease in interestDD&A expense, primarily due to the repayment ofan increase in sales volumes due to the Company's 6.875% senior notes, which maturedsuccessful Spraberry/Wolfcamp horizontal drilling program;
a $175 million decrease in May 2018.net sales of purchased oil and gas due to a decrease in downstream oil margins on the Company's Gulf Coast refinery and export sales;
a $75 million decrease in oil and gas revenues, primarily due to a nine percent decrease in average realized commodity prices per BOE, partially offset by an eight percent increase in sales volumes; and
a $34 million increase in total oil and gas production costs and production and ad valorem taxes, primarily due to the aforementioned increase in sales volumes.
Partially offset by:
an $800a $401 million increase in the Company's income tax provision, primarily a result of the 2017 Tax Cuts and Jobs Act, which resulted in recording a $625 million income tax benefit during 2017;
a $605 million increasedecrease in other expense, primarily related to $159 million of 2019 restructuring charges associated with the Company's corporate restructuring program to align its cost structure with the needs of a Permian Basin-focused company (the "Corporate Restructuring Program"), as compared to 2018 expenses that included a noncash charge of $443 million associated with the Company's planned closure of its Brady, Texas sand mine and $173$170 million of asset divestiture-related charges associated with the sale of the aforementioned pressure pumping assets and oil and gas properties during 2018;properties;
a $333 million increase in total oil and gas production costs and production and ad valorem taxes as a result of the adoption of new revenue recognition rules, which had the effect of increasing production costs by $207 million in 2018 and the aforementioned increases in commodity prices and sales volumes;
a $192$326 million increase in derivative gain (loss) (from a net losses,loss on derivatives assets in 2018 to a net gain on derivatives in 2019), primarily as a result ofdue to changes in forward commodity prices and the cash settlement of derivative positions in accordance with their terms;
a $134$77 million increasedecrease in DD&A expense, primarily relatedimpairment charges reflecting the 2018 noncash impairment charge to reduce the aforementioned increase in sales volumes due tocarrying value of the Company's successful Spraberry/Wolfcamp horizontal drilling program; anddivested Raton Basin gas field assets;
a $55$57 million increasedecrease in general and administrative expense primarily due to an increasea reduction in compensation costs, including benefits expense,headcount as a result of an increasethe Company's Corporate Restructuring Program and other cost saving initiatives;
a $56 million decrease in headcountexploration and abandonments expense, primarily due to reductions in geologic and geophysical costs as a result of the aforementioned Corporate Restructuring Program and a reduction in unsuccessful exploratory well costs;
a $45 million decrease in income tax expense due to the decrease in earnings in 2019 compared to 2018; and
a $38 million increase in interest and other income, primarily related to net proceeds received from the sale of the Company's continued growth and costsinvestment in its new corporate headquarters, partially offset by valuation adjustments associated with the implementationCompany's investment in an affiliate and contingent consideration received in the sale of a new enterprise resource planning system.the Company's Eagle Ford assets and other remaining South Texas assets in 2019.
During 2018,2019, average daily sales volumes increased on a BOE basis by 17eight percent to 319,984345,518 BOEPD, as compared to 272,330319,984 BOEPD during 2017,2018, primarily due to the Company's successful Spraberry/Wolfcamp horizontal drilling program, which more than offset the loss of production associated with the Company's 2019 and 2018 divestitures.
Average oil and NGL prices increased per Bbl decreased in 20182019 to $53.77 and $19.33, respectively, as compared to $57.36 and $29.84, respectively, as compared to $48.24 and $19.31, respectively, in 2017.2018. Average gas prices decreased per Mcf in 20182019 to $2.13$1.79 as compared to $2.63$2.13 in 2017.2018.
Net cash provided by operating activities increased by 54 percent to $3.2 billion for 2018, as compared to $2.1 billion during 2017, primarily due to increases in the Company's oil and gas revenues in 2018 as a result of increases in commodity prices and sales volumes, partially offset by a $627 million reduction in cash available from commodity derivative activities.

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PIONEER NATURAL RESOURCES COMPANY

First Quarter 20192020 Outlook
Based on current estimates, the Company's ongoing South Texas divestiture process, it is only providing Permian Basin specific estimates for production, production costs and DD&A expense forCompany expects the quarter ending March 31, 2019. All otherfollowing operating and financial results for the first quarter ending March 31, 2019 provided below reflect the expected results of the total Company.
2020:
Three Months Ending March 31, 20192020
Guidance
($ in millions, except volumes, per BOE amounts and percentages)amounts)
Permian Basin Specific Guidance:
Average daily production (MBOE)302361 - 317376 
Average daily oil production (MBbl)(MBbls)194217 - 204227 
Production costs per BOE$8.508.25 - $10.50$10.25 
DD&A per BOE$13.0012.50 - $15.00$14.50 
Total Company Guidance:
Exploration and abandonments expense$2010 - $30$20 
General and administrative expense$9572 - $100$82 
Accretion of discount on asset retirement obligations$32 - $6$5 
Interest expense$2830 - $33$35 
Other expense$4520 - $55$30 
Cash flow upliftimpact from firm transportation$40($50) - $100$0
Current income tax provision (benefit)<$5
Effective tax rate21% - 25%

2019
2020 Capital Budget
The Company's capital budget for 20192020 is expected to be in the range of $3.1$3.15 billion to $3.4$3.45 billion, consisting of $2.8$3.0 billion to $3.1$3.3 billion for drilling and completion related activities, including additional tank batteries and saltwater disposal facilities, and $300$125 million for gas processing facilities, water infrastructure, well services and vehicles.infrastructure. The 20192020 capital budget excludes acquisitions, asset retirement obligations, capitalized interest and geological and geophysical general and administrative expense and corporate facilities.
The 20192020 capital budget is expected to be funded from a combination of operating cash flow, and, if necessary, from cash and cash equivalents on hand, sales of short-term and long-term investments, and, if necessary, proceeds from planned asset divestitures or borrowings under the Company's credit facility.
Divestitures, Decommissioning and Restructuring Activities
Divestitures.
In February 2018,December 2019, the Company announcedcompleted the sale of certain vertical and horizontal wells and approximately 4,500 undeveloped acres in Glasscock County of the Permian Basin to an unaffiliated third party for net cash proceeds of $64 million. The Company recorded a gain of $10 million associated with the sale.
In July 2019, the Company completed the sale of certain vertical wells and approximately 1,400 undeveloped acres in Martin County of the Permian Basin to an unaffiliated third party for net cash proceeds of $27 million. The Company recorded a gain of $26 million associated with the sale.
In June 2019, the Company completed the sale of certain vertical wells and approximately 1,900 undeveloped acres in Martin County of the Permian Basin to an unaffiliated third party for net cash proceeds of $38 million. The Company recorded a gain of $31 million associated with the sale.
In May 2019, the Company completed the sale of its intention to divest its propertiesEagle Ford assets and other remaining assets in the South Texas Raton Basin(the "South Texas Divestiture") to an unaffiliated third party in exchange for total consideration having an estimated fair value of $210 million. The fair value of the consideration included (i) net cash proceeds of $2 million, (ii) $136 million in contingent consideration and West Panhandle fields(iii) a $72 million receivable associated with estimated deficiency fees to be paid by the buyer. Of the total consideration, $208 million is considered a noncash investing activity for the year ended December 31, 2019. The Company recorded a loss of $525 million and focus its efforts and capital resources on its Permian Basin assets.recognized employee-related charges of $19 million associated with the sale.
In December 2018, the Company completed the sale of its pressure pumping assets to ProPetro Holding Corp. ("ProPetro") in exchange for total consideration of $282 million, comprised of $110 million of short-term receivables to be paid by ProPetro during the first quarter of 2019 and 16.6 million shares of ProPetro's common stock. On January 1, 2019, ProPetro becamestock, which was delivered as of the date of the sale and had a strategic long-term service provider tofair value of $172 million, and $110 million in cash, which was received during the Companyfirst quarter of pressure pumping and related services. The2019. During 2018, the Company recorded a gain of $30 million, employee-related charges of $19 million, contract termination charges of $13 million and other divestiture-related charges of $6 million associated with
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the sale. During 2019, the Company reduced the gain associated with the sale by $10 million and recorded additional employee-related charges of $1 million.
In December 2018, the Company completed the sale of approximately 2,900 net acres in the Sinor Nest (Lower Wilcox) oil field in South Texas to an unaffiliated third party for net cash proceeds of $105 million, after normal closing adjustments.million. During 2018, the Company recorded a gain of $54 million associated with the sale.
In August 2018, the Company completed the sale of its assets in the West Panhandle gas and liquids field to an unaffiliated third party for net cash proceeds of $170 million, after normal closing adjustments. The assets sold represent all of the Company's interests in the field, including all of its producing wells and the associated infrastructure.million. During 2018, the Company recorded a gain of $127 million and employee-related charges of $7 million associated with the sale.

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PIONEER NATURAL RESOURCES COMPANY

In July 2018, the Company completed the sale of its gas field assets in the Raton Basin to an unaffiliated third party for net cash proceeds of $54 million, after normal closing adjustments.million. The Company recorded a noncash impairment charge of $77 million in June 2018 to reduce the carrying value of its Raton Basin assets to their estimated fair value less costs to sell as the assets were considered held for sale. TheDuring 2018, the Company recorded a gain of $2 million associated with this divestiture. The Company also recorded divestiture-related charges of $117 million, including $111 million of deficiency charges related to certain firm transportation contracts retained by the Company and employee-related charges of $6 million.
In April 2018, the Company completed the sale of approximately 10,200 net acres in the West Eagle Ford Shale gas and liquids field to an unaffiliated third party for net cash proceeds of $100 million, after normal closing adjustments. Themillion. During 2018, the Company recorded a gain of $75 million associated with the sale.
In April 2017, the Company completed the sale of approximately 20,500 acres in the Martin County region of the Permian Basin, with net production of approximately1,500 BOEPD, to an unaffiliated third party for cash proceeds of $264 million. The sale resulted in a gain of $194 million.
See Note 3 and Note 4 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Decommissioning ActivitiesDecommissioning.
In November 2018, the Company announced plans to close its sand mine located in Brady, Texas and transition its proppant supply requirements to West Texas sand sources.
During 2019, the Company recorded $23 million of accelerated depreciation, $13 million of inventory and other property and equipment impairment charges and $12 million of sand mine closure-related costs.
During 2018, the Company recorded $443 million of accelerated depreciation and $7 million of employee-related charges associated with the pending shutdown.
Restructuring.
During 2019, the Company implemented the Corporate Restructuring Program to align its cost structure with the needs of a Permian Basin-focused company. The restructuring occurred in three phases as follows:
In March 2019, the Company made certain changes to its leadership and organizational structure, which included the early retirement and departure of certain officers of the Company,
In April 2019, the Company adopted a voluntary separation program ("VSP") for certain eligible employees, and
In May 2019, the Company implemented an involuntary separation program ("ISP").
During 2019, the Company recorded $159 million of employee-related charges, including $26 million of noncash stock-based compensation expense related to the accelerated vesting of certain equity awards, associated with the Corporate Restructuring Program.
See Note 3 and Note 4 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.information regarding Divestitures, Decommissioning and Restructuring activities.
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Results of Operations
Results of operations should be read together with the Company's consolidated financial statements and related notes included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. See the Company's Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the Company's 2018 results of operations as compared to the Company's 2017 results of operations.
Oil and gas revenues. Oil and gas revenues totaled $5.0 billion, $3.5 billion and $2.4 billion for 2018, 2017 and 2016, respectively.
The increase in 2018 oil and gas revenues relative to 2017 is primarily due to increases of 20 percent, 16 percent and 12 percent in oil, NGL and gas sales volumes, respectively, and increases of 19 percent and 55 percent in oil and NGL prices, respectively, with a decrease of 19 percent in gas prices.
The increase in 2017 oil and gas revenues relative to 2016 is primarily due to increases of 19 percent, 26 percent and four percent in oil, NGL and gas sales volumes, respectively, and increases of 22 percent, 43 percent and 25 percent in oil, NGL and gas prices, respectively.
Year Ended December 31,
20192018Change
(in millions)
Oil and gas revenues$4,916  $4,991  $(75) 
Average daily sales volumes in 2018are as follows:
 Year Ended December 31,
 20192018% Change
Oil (Bbls)212,353  190,639  11 %
NGLs (Bbls)72,323  63,780  13 %
Gas (Mcf) (a)365,055  393,391  (7 %)
Total (BOE)345,518  319,984  %
_____________________
(a)Gas production excludes gas produced and 2017used as field fuel.
Average daily sales volumes per BOE increased by 17 percent and 16 percent, respectively,for the year ended December 31, 2019, as compared to the average daily sales volumes in the respective prior years, principally2018, primarily due to the Company's successful Spraberry/Wolfcamp horizontal drilling program, which more than offset the loss of production associated with the Company's 2019 and 2018 divestitures.
Average daily sales volumes are as follows:
 Year Ended December 31,
 2018 2017 2016
Oil (Bbls)190,639
 158,571
 133,677
NGLs (Bbls)63,780
 55,008
 43,504
Gas (Mcf) (a)393,391
 352,507
 339,966
Total (BOE)319,984
 272,330
 233,842
_____________________
(a)Gas production excludes gas produced and used as field fuel.
The oil, NGL and gas prices reported by the Company are based on the market prices received for the commodities.each commodity. The average prices are as follows:
 Year Ended December 31,
 20192018% Change
Oil per Bbl$53.77  $57.36  (6 %)
NGLs per Bbl$19.33  $29.84  (35 %)
Gas per Mcf$1.79  $2.13  (16 %)
Total per BOE$38.98  $42.73  (9 %)
 Year Ended December 31,
 2018 2017 2016
Oil (per Bbl)$57.36
 $48.24
 $39.65
NGLs (per Bbl)$29.84
 $19.31
 $13.49
Gas (per Mcf)$2.13
 $2.63
 $2.11
Total (per BOE)$42.73
 $35.39
 $28.25
Sales of purchased oil and gas. The Company enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from the Company's areas of production. The Company also enters into purchase transactions with third parties and separate sale transactions with third parties to (i) diversify a portion of the Company's oil and gas sales to the Gulf Coast refinery orrefineries and LNG facilities, international export markets and (ii)to satisfy unused gas pipeline capacity commitments. Revenues and expenses from these transactions are presented on a gross basis as the Company acts as a principal in the transaction by assuming both the risk and rewards of ownership, including credit risk, of the commodities purchased and the responsibility to deliver the commodities sold. The transportation costs associated with these transactions are presented on a net basis in purchased oil and gas expense.
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The net effect of third party purchases and sales of oil and gas is as follows:
Year Ended December 31,
20192018Change
(in millions)
Sales of purchased oil and gas$4,755  $4,388  $367  
Purchased oil and gas4,472  3,930  542  
Net effect on earnings$283  $458  $(175) 
The $175 million decrease in net sales of purchased oil and gas for the year ended December 31, 2018 was earnings of $458 million,2019, as compared to 2018, is primarily due to a loss of $31 milliondecrease in downstream oil margins on the Company's Gulf Coast refinery and a loss of $64 million for the years ended December 31, 2017 and 2016, respectively. export sales.
Firm transportation payments on excess pipeline capacity are included in other expense in the accompanying consolidated statements of operations. See Note 1516 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.

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Interest and other income. The Company's interest and other income was $38 million for the year ended December 31, 2018, as compared to $53 million and $32 million for the years ended December 31, 2017 and 2016, respectively. The decrease in interest and other income for 2018 as compared to 2017 was primarily due to (i) a decrease of $3 million in interest income from short-term and long-term investments and (ii) a decrease of $12 million in severance, sales and property tax refunds.
Year Ended December 31,
20192018Change
(in millions)
Interest and other income, net$76  $38  $38  
The increase in interest and other income for 2017the year ended December 31, 2019, as compared to 2016 was2018, is primarily due to receiving net proceeds of $56 million from the sale of the Company's investment in its new corporate headquarters offset by noncash valuation adjustments associated with the Company's investment in an increaseaffiliate and contingent consideration received in the sale of $11 millionthe Company's Eagle Ford assets and other remaining South Texas assets in severance, sales and property tax refunds and an increase of $10 million in interest income on short-term and long-term investments. 2019.
See Note 1415 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Derivative gains (losses)gain (loss), net.
Year Ended December 31,
20192018Change
(in millions)
Noncash derivative gain (loss), net$(13) $270  $(283) 
Cash receipts (payments) on settled derivative instruments, net47  (562) 609  
Derivative gain (loss), net$34  $(292) $326  
The Company primarily utilizes commodity swap contracts, option contracts, andcollar contracts, collar contracts with short puts and basis swap contracts to (i) reduce the effect of price volatility on the commodities the Company produces and sells or consumes, (ii) support the Company's annual capital budgeting and expenditure plans and (iii) reduce commodity price risk associated with certain capital projects. During the year ended December 31, 2018, the Company recorded $292 million
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Table of derivative net losses, compared to $100 million and $161 million of derivative net losses for the years ended December 31, 2017 and 2016, respectively, on commodity price, marketing and interest rate derivatives. For the year ended December 31, 2018, the Company made net cash payments of $562 million related to its derivative activities, as compared to net cash receipts of $74 million and $690 million for the years ended December 31, 2017 and 2016, respectively.Contents
PIONEER NATURAL RESOURCES COMPANY
Commodity derivatives and the relative price impact (per Bbl or Mcf) are as follows:
 Year Ended December 31,Year Ended December 31,
 2018 2017 201620192018
 Net cash (payments) (a) Price impact (a) Net cash receipts (payments) Price impact Net cash receipts Price impactNet cash receipts (payments)Price impactNet cash (payments) (a)Price impact (a)
 (in millions)   (in millions)   (in millions)   (in millions) (in millions) 
Oil derivative receipts (payments) $(451) $(6.48)per Bbl $67
 $1.15
per Bbl $609
 $12.42
per BblOil derivative receipts (payments)$75  $0.97  per Bbl  $(451) $(6.48) per Bbl
NGL derivative receipts (payments) (1) $(0.05)per Bbl (1) $(0.06)per Bbl 5
 $0.30
per Bbl
Gas derivative receipts (payments) (22) $(0.15)per Mcf 2
 $0.02
per Mcf 67
 $0.54
per Mcf
NGL derivative paymentsNGL derivative payments—  $—  per Bbl  (1) $(0.05) per Bbl
Gas derivative paymentsGas derivative payments(28) $(0.21) per Mcf  (22) $(0.15) per Mcf
Total net commodity derivative receipts (payments) $(474)   $68
   $681
   Total net commodity derivative receipts (payments)$47  $(474) 
_____________________
(a)Excludes the effect of liquidating the Company's NYMEX WTI collar contracts with short puts and its Brent swap contracts for cash payments of $81 million and its ethane basis contracts for cash payments of $4 million.
(a)Excludes the effect of liquidating the Company's NYMEX WTI collar contracts with short puts and its Brent swap contracts for cash payments of $81 million and its ethane basis contracts for cash payments of $4 million. Also excludes the effect of non-commodity derivative cash payments of $3 million.
The Company's open derivative contracts are subject to continuing market risk. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and Note 5 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Gain (loss) on disposition of assets, net. The Company recorded net gains on the disposition of assets of $290 million, $208 million and $2 million for the years ended December 31, 2018, 2017 and 2016, respectively. For the year ended December 31, 2018, the Company substantially carried out its plan to divest of its properties in the South Texas, Raton Basin and West Panhandle fields and focus its efforts and capital resources on its Permian Basin assets.
During 2018, the Company completed the following divestitures:
Year Ended December 31,
20192018Change
(in millions)
Gain (loss) on disposition of assets, net$(477) $290  $(767) 
Assets sold Completion date Net gain recorded
    (in millions)
Pressure pumping assets December 2018 $30
Sinor Nest (Lower Wilcox) oil field (South Texas) December 2018 $54
West Panhandle gas and liquids field (Texas Panhandle) August 2018 $127
Raton Basin gas field (southern Colorado) July 2018 $2
Western portion of Eagle Ford Shale gas and liquids field (South Texas) April 2018 $75
For the year ended December 31, 2017, theThe Company's gain (loss) on disposition of assets is primarily dueattributable to a gain of $194 million recorded on the sale of approximately 20,500 acres in the Martin County region of the Permian Basin.following divestitures:

Asset SoldCompletion DateNet Gain (Loss) Recorded
(in millions)
Year Ended December 31, 2019:
Martin County - Permian Basin acreageJune/July 2019$57 
Eagle Ford and remaining South Texas assetsMay 2019$(525)
Other$(9)
Year Ended December 31, 2018:
Pressure pumping assetsDecember 2018$30 
Sinor Nest (Lower Wilcox) oil field (South Texas)December 2018$54 
West Panhandle gas and liquids field (Texas Panhandle)August 2018$127 
Western portion of Eagle Ford Shale gas and liquids field (South Texas)April 2018$75 
Other$
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See Note 3 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information .information.

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Oil and gas production costs. The Company recorded oil and gas
Year Ended December 31,
20192018Change
(in millions)
Oil and gas production costs$874  $855  $19  
Total production costs of $855 million, $591 million and $581 million for the years ended December 31, 2018, 2017 and 2016, respectively. per BOE are as follows
 Year Ended December 31,
 20192018% Change
Lease operating expense (a)$4.57  $4.29  %
Gathering, processing and transportation expense (b)2.24  2.52  (11 %)
Workover costs (a)0.71  0.92  (23 %)
Net natural gas plant income (c)(0.59) (0.41) 44 %
$6.93  $7.32  (5 %)
_____________________
(a)Lease operating expensesexpense and workover expensesexpense represent the components of oil and gas production costs over which the Company has management control. Current year gathering,
(b)Gathering, processing and transportation charges are inclusiveexpense represents the costs to gather, process and transport the Company's gas to the point of the effect of the adoption of ASC 606 as described in Note 2 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data."sale.
(c)Net natural gas plant/gathering charges representplant income represents the net costs toearnings from the Company's ownership share of gas processing facilities that gather and process the Company's gas, reduced by net revenues earned from gathering and processing of third party gas in Company-owned facilities.gas.
Total production costsLease operating expense per BOE are as follows:
 Year Ended December 31,
 2018 2017 2016
Lease operating expenses$4.29
 $4.58
 $5.02
Gathering, processing and transportation expenses2.52
 0.85
 1.41
Net natural gas plant (income) charges(0.41) (0.28) 0.01
Workover costs0.92
 0.80
 0.35
 $7.32
 $5.95
 $6.79
Total oil and gas production costs per BOEincreased for the year ended December 31, 2018 increased 23 percent and eight percent compared to 2017 and 2016, respectively. Lease operating expense per BOE decreased for the year ended December 31, 2018,2019, as compared to 2018, primarily due to higher maintenance costs associated with the 2017Company's vertical wells in the Permian Basin. Gathering, processing and 2016transportation decreased due to a greater proportion of the Company's production volumes coming from horizontal wells in Spraberry/Wolfcamp area,the Permian Basin, which have lower per BOE lease operating costs. The adoption of ASC 606 had the effect of increasing gathering, processing and transportation charges by $1.78 per BOE over what would have been reported if these changes were accounted for under ASC 605. Th decline in gathering, processing and transportation expenses from 2016 to 2017 is primarily attributable to lower aggregate gathering fees in the Eagle Ford field due to declining production.costs. The net natural gas plant income per BOE is primarily reflectivereflects increased throughput of increased earnings on third party volumes that are processed in gas processing facilities that the Company-owned facilitiesCompany has an ownership interest due to higher NGL prices.additional gas plants being brought online in 2019. The increasedecrease in workover costs per BOE was primarily due to an increasea reduction in Permian vertical well workover activity due to the improvement in oil and NGL prices.on vertical wells.
Production and ad valorem taxes. The Company recorded production and ad valorem taxes of $284 million for 2018, as compared to $215 million and $136 million for 2017 and 2016, respectively.
Year Ended December 31,
20192018Change
(in millions)
Production and ad valorem taxes$299  $284  $15  
In general, production taxes and ad valorem taxes are directly related to commodity price changes; however, Texas ad valorem taxes are based upon prior year commodity prices, whereas production taxes are based upon current year commodity prices. The increase in production and ad valorem taxes per BOE for the year ended December 31, 2018 as compared to 2017 and 2016, is primarily due to the increase in oil and NGL prices during 2017 and 2018 and, for ad valorem tax purposes, the higher valuation attributable to the Company's successful Spraberry/Wolfcamp horizontal drilling program.
Production and ad valorem taxes per BOE are as follows:
 Year Ended December 31,
 20192018% Change
Production taxes$1.75  $1.83  (4 %)
Ad valorem taxes0.63  0.60  %
$2.38  $2.43  (2 %)
 Year Ended December 31,
 2018 2017 2016
Production taxes$1.83
 $1.59
 $1.14
Ad valorem taxes0.60
 0.57
 0.46
 $2.43
 $2.16
 $1.60
Depletion, depreciation and amortization ("DD&A") expense. The Company's total DD&A expense was $1.5 billion ($13.13 per BOE), $1.4 billion ($14.08 per BOE) and $1.5 billion ($17.29 per BOE) for 2018, 2017 and 2016, respectively. Depletion expense on oil and gas properties, the largest component of DD&A expense, was $12.52, $13.61 and $16.77 per BOE for 2018, 2017 and 2016, respectively.
Year over year depletion expense on oil and gas properties per BOE for the years ended December 31, 2018, 2017 and 2016 decreased eight percent and 19 percent, respectively. The decrease was primarily due to (i) additions to proved reserves attributable to the Company's successful Spraberry/Wolfcamp horizontal drilling program and (ii) commodity price increases and cost reduction initiatives, both of which had the effect of adding proved reserves by lengthening the economic lives of the Company's producing wells.

Year Ended December 31,
20192018Change
(in millions)
Depletion, depreciation and amortization$1,711  $1,534  $177  
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Total DD&A expense per BOE is as follows:
 Year Ended December 31,
 20192018% Change
DD&A per BOE$13.56  $13.13  %
Depletion expense per BOE$12.78  $12.52  %
The increase in DD&A per BOE and depletion expense per BOE is primarily due to the Company's divested assets, which had a lower depletion per BOE rate.
Impairment of oil and gas properties and other long-lived assets.The Company performs assessments of its long-lived assets to be held and used, including oil and gas properties, whenever events or circumstances indicate that the carrying values of those assets may not be recoverable.
As a result of the Company's impairment assessments, the Company recorded noncash impairment charges in 2018 to reduce the carrying valuesvalue of its oil and gas properties as follows:
2018: Raton Basin gas field assets ($77 million);by $77 million.
2017: Raton Basin gas field assets ($285 million); and
2016: West Panhandle gas and liquids field ($32 million).
See Note 2 and Note 4 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Exploration and abandonments expense. Geological
 Year Ended December 31,
 20192018Change
(in millions) 
Geological and geophysical$49  $85  $(36) 
Exploratory well costs 23  (19) 
Leasehold abandonments and other  (1) 
$58  $114  $(56) 
The decrease in geological and geophysical costs exploratory dry holes expense and leasehold abandonments and other exploration expense are as follows:
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Geological and geophysical$85
 $84
 $77
Exploratory well costs23
 10
 1
Leasehold abandonments and other6
 12
 41
 $114
 $106
 $119
The increase in exploration and abandonments expense of $8 million for the year ended December 31, 2018, as compared to 2017, wasis primarily due to a $13 million increasedecrease in exploratory wellgeological and geophysical personnel costs related to the abandonment of seven drilled but not completed exploration wells in South Texas as a result of the Company's decision to focus capital spending on its Permian Basin assets, partially offset by a decrease in leasehold abandonments expense and other of $6 million.Corporate Restructuring Program. The decrease in exploration and abandonments expense of $13 million for the year ended December 31, 2017,2019, as compared to 2016, was2018, is primarily due to a decrease in leasehold abandonments and other of $29 million, partially offset by an increase in unsuccessful exploration wells of $9 million. Leasehold abandonments and other in 2016 included $32 million associated with unproved acreage in Alaska in which the Company held an overriding royalty interest.Eagle Ford exploratory well costs.
During 2018, 20172019 and 2016,2018, the Company completed and evaluated 261, 224,281 and 215261 exploration/extension wells, respectively, and 96 percent, 99100 percent and 10096 percent, respectively, were successfully completed as discoveries.
General and administrative expense. General and administrative expense totaled $381 million ($3.26 per BOE), $326 million ($3.28 per BOE) and $325 million ($3.80 per BOE) for 2018, 2017 and 2016, respectively.
Year Ended December 31,
20192018Change
(in millions)
General and administrative expense$324  $381  $(57) 

 Year Ended December 31,
 20192018% Change
General and administrative expense per BOE$2.57  $3.26  (21 %)
The increasedecrease in general and administrative expense for the year ended December 31, 2018,2019, as compared to 2017 and 2016,2018, was primarily due to an increasea decrease in compensation costs, including benefits expense, as a result of an increase in headcount due to the Company's continued growth and costs associated with2019 Corporate Restructuring Program.

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Interest expense.
Year Ended December 31,
20192018Change
(in millions)
Interest expense$121  $126  $(5) 
The weighted average interest rate on the implementation of a new enterprise resource planning system.
Accretion of discount on asset retirement obligations. Accretion of discount on asset retirement obligations was $14 million, $19 million and $18 millionCompany's indebtedness for the yearsyear ended December 31, 2018, 2017 and 2016, respectively. 2019 is 5.3 percent, as compared to 5.4 percent for the year ended December 31, 2018.
See Note 97 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
InterestOther expense. Interest expense was $126 million, $153 million and $207 million for 2018, 2017 and 2016, respectively.
Year Ended December 31,
20192018Change
(in millions)
Other expense$448  $849  $(401) 
The decrease in interestother expense for the year ended December 31, 2018,2019, as compared to 2017, was2018, is primarily duerelated to a noncash charge of $443 million in 2018 associated with the repaymentCompany's closure of its Brady, Texas sand mine and $170 million of asset divestiture-related charges associated with the sale of the Company's 6.875% Senior Notes, which matured in Maypressure pumping assets and oil and gas properties during 2018. The decrease in interest expense for the year ended December 31, 2017, as compared to 2016, was primarily due to the repaymentpartially offset by $159 million of bothrestructuring charges associated with the Company's 6.65% Senior Notes, which matured in March 2017, and the Company's 5.875% Senior Notes, which matured in July 2016. The weighted average interest rate on the Company's indebtedness for the year ended December 31, 2018 was 5.4 percent, as compared to 5.6 percent and 6.0 percent for the years ended December 31, 2017 and 2016, respectively.Corporate Restructuring Program during 2019.
See Note 716 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Other expense. Other expense was $849 millionIncome tax provision.
Year Ended December 31,
20192018Change
(in millions)
Income tax provision231  276  $(45) 
Effective tax rate23 %22 %%
The decrease in the income tax provision for 2018,the year ended December 31, 2019, as compared to $244 million for 2017 and $288 million for 2016. The $605 million increase in other expense for 2018, as compared to 2017, wasis primarily due to accelerated depreciation of $443

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million related to the decommissioning of the Company's Brady, Texas sand mine and other divestiture-related charges of $173 million associated with the Company's 2018 asset divestitures.
The $44 million decrease in other expense for 2017, as compared to 2016, was primarily due to (i) a decrease of $64$264 million in idle drilling and well service equipment charges and (ii) a decrease of $37 million in net losses from Company-provided fracture stimulation and related service operations that are provided to third party working interest owners, partially offset by (iii) an increase of $58 million in unused firm transportation costs.income before income taxes.
The Company expects to continue to incur charges associated with excess firm gathering and transportation commitments until the contractual obligations expire.
See Note 217, Note 10 and Note 15 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Income tax (provision) benefit. The Company recorded an income tax provision attributable to earnings of $276 million during 2018, as compared to an income tax benefit of $524 million and $403 million during 2017 and 2016, respectively. The increase of $800 million in the income tax provision recorded in 2018 as compared to the income tax benefit recorded in 2017 is primarily attributable to a $625 million income tax benefit recorded during 2017 as a result of the enactment of the December 22, 2017 Tax Cuts and Jobs Act (the "Tax Reform Legislation").
The Company's effective tax rate on earnings, excluding income from noncontrolling interest, for 2018, 2017 and 2016 was 22 percent, (170) percent and 42 percent, respectively, as compared to the combined United States federal and state statutory rates of 22 percent for 2018 and 36 percent for years prior to 2018.
The Company's effective tax rate for 2017 differs from the combined statutory rate primarily due to the enactment of the Tax Reform Legislation, which made significant changes to the U.S. federal income tax law. The most significant change affecting the Company was a reduction in the federal corporate income tax rate to 21 percent beginning January 1, 2018. This rate change resulted in a $625 million income tax benefit for 2017, primarily associated with the remeasurement of the Company's deferred tax liabilities at the new corporate tax rate as of December 31, 2017. Excluding the effects of the Tax Reform Legislation, the Company's effective tax rate for 2017 would have been 33 percent.
The effective tax rate for 2016 differs from the combined statutory rate primarily due to recognizing research and experimental expenditures credits of $72 million during 2016 and, to a lesser extent, state income tax apportionments and nondeductible expenses.
See Note 16 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Liquidity and Capital Resources
Liquidity. The Company's primary sources of short-term liquidity are (i) cash and cash equivalents, (ii) net cash provided by operating activities, (iii) sales of short-term and long-term investments, (iv) proceeds from divestitures, (iv) unused borrowing capacity under its credit facility (the "Credit Facility"), (v) issuances of debt or equity securities and (vi) other sources, such as sales of nonstrategic assets.
The Company's primary needs for cash are for (i) capital expenditures, (ii) acquisitions of oil and gas properties, (iii) payments of contractual obligations, including debt maturities, (iv) dividends and share repurchases and (v) working capital obligations. Funding for these cash needs may be provided by any combination of the Company's sources of liquidity. Although the Company expects that its sources of funding will be adequate to fund its 20192020 capital expenditures, dividend payments and provide adequate liquidity to fund other needs, including stock repurchases, no assurance can be given that such funding sources will be adequate to meet the Company's future needs.
2019
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2020 capital budget. The Company' capital budget for 20192020 is expected to be in the range of $3.1$3.15 billion to $3.4$3.45 billion, consisting of $2.8$3.0 billion to $3.1$3.3 billion for drilling and completion related activities, including additional tank batteries and saltwater disposal facilities, and $300$125 million for gas processing facilities, water infrastructure, well services and vehicles.infrastructure. The 20192020 capital budget excludes acquisitions, asset retirement obligations, capitalized interest, geological and geophysical general and administrative expense and corporate facilities.  
Capital resources. Cash flows from operating, investing and financing activities are summarized below. See the Company's Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the Company's 2018 capital resources as compared to the Company's 2017 capital resources.
As of December 31, 2018,2019, the Company had no outstanding borrowings under its Credit Facility, leaving $1.5 billion of unused borrowing capacity. The Company was in compliance with all of its debt covenants as of December 31, 2018.2019. The Company also had cash on hand of $825 million, short-term investments of $443 million and long-term investments of $125$631 million as of December 31, 2018.2019.
Year Ended December 31,
20192018Change
(in millions)
Net cash provided by operating activities$3,115  $3,242  $(127) 
Net cash used in investing activities$(2,447) $(2,610) $(163) 
Net cash used in financing activities$(788) $(703) $85  
Operating activities. Net cash provided by operating activities for the years ended December 31, 2018, 2017 and 2016 was $3.2 billion, $2.1 billion and $1.5 billion, respectively. The increasedecrease in net cash flow provided by operating activities in 2018,2019, as compared to 2017, was2018, is primarily due to increasesdecreases in the Company's oil and gas revenues in 2018 as a result of increasesdecreases in commodity prices and sales volumes, partially offset by a $627 million reduction in cash available from commodity derivative activities. The increase in net cash flow provided by operating activities in 2017, as compared to 2016, was primarily due to increases in the Company's oil and gas revenues in 2017 as a result of increases in commodity prices and sales volumes, partially offset by a $613 million reduction in cash provided by commodity derivatives.prices.

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Investing activities. Net cash used in investing activities during 2018 was $2.6 billion, as compared to net cash used in investing activities of $1.8 billion and $3.8 billion during 2017 and 2016, respectively.
The increase of $818 milliondecrease in net cash flow used in investing activities during 2018,2019, as compared to 2017,2018, is primarily due an increaseto a decrease of $1.2 billion$532 million in additionscapital expenditures related to oil and gas properties offset by a decrease of $235$320 million in purchases of investments (commercial paper, corporate bonds and time deposits) and a $117 million increasedecrease in net cash proceeds from the disposition of assets. The Company's investing activities during the year ended December 31, 20182019 were primarily funded by net cash provided by operating activities.
The decrease of $2.0 billion in net cash flow used in investing activities during 2017, as compared to 2016, is primarily due to (i) a decrease of $1.8 billion in purchases of investments (commercial paper, corporate bonds and time deposits), (ii) a $562 million increase in proceeds from investments and (iii) the purchase of 28,000 net acres in the Permian Basin for $428 million in 2016, partially offset by (iv) a $508 million increase in additions to oil and gas properties, (v) a $155 million decrease in net cash proceeds from the disposition of assets and (v) a $135 million increase in additions to other property and equipment.
Net cash proceeds received from the Company's significant divestitures are as follows:
Assets sold Completion Date Net cash proceeds
    (in millions)
Year Ended December 31, 2018:    
Sinor Nest (Lower Wilcox) oil field (South Texas) December 2018 $105
West Panhandle gas and liquids field (Texas Panhandle) August 2018 $170
Raton Basin gas field (southern Colorado) July 2018 $54
Western portion of Eagle Ford Shale gas and liquids field (South Texas) April 2018 $100
Year Ended December 31, 2017:    
Martin County region (Permian Basin) April 2017 $264
Year Ended December 31, 2016:    
EFS Midstream (a) July 2015 $501
______________________
(a)The Company received total consideration of $1.0 billion related to the sale of its equity interest in EFS Midstream, of which $530 million was received at closing in July 2015 and the remaining $501 million was received in July 2016.
See Note 3 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Financing activities. Net cash used in financing activities during 2018 was $703 million, as compared to $529 million during 2017 and net cash provided by financing activities of $2.0 billion during 2016. The Company's significant financing activities are as follows:
2019: The Company repurchased $653 million of its common stock and paid dividends of $127 million.
2018: The Company repaid $450 million associated with the maturity of its 6.875% senior notes, repurchased $179 million of its common stock and paid dividends of $55 million.
2017: The Company repaid $485 million associated with the maturity of its 6.65% senior notes and repurchased $36 million of its common stock.
2016: The Company repaid $455 million associated with the maturity of the Company's 5.875% senior notes and received net cash proceeds of $2.5 billion associated with the sale of shares of its common stock.
See Note 7 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Dividends/distributions. During the year ended December 31, 2018,2019, the Company's board of directors declared semiannual dividends of $0.16$1.20 per common share, compared to semiannual dividends declared of $0.04$0.32 per common share during each of the yearsyear ended December 31, 2017 and 2016.2018. The Company paid aggregate dividends of $127 million during 2019 and $55 million $14 million and $13 million, respectively, of aggregate dividends.during 2018. In addition, inon February 2019,19, 2020, the board of directors declared a quarterly cash dividend of $0.32$0.55 per share on Pioneer'sthe Company's outstanding common stock, payable April 12, 201914, 2020 to stockholders of record at the close of business on March 29, 2019.31, 2020. Future dividends are at the discretion of the Company's board of directors, and, if declared, the board of directors may change the dividend amount based on the Company's liquidity and capital resources at thatthe time.

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Off-balance sheet arrangements. From time to time, the Company enters into arrangements and transactions that can give rise to material off-balance sheet obligations of the Company. As of December 31, 2018,2019, the material off-balance sheet arrangements and transactions that the Company had entered into included (i) operating lease agreements (primarily related to contracted drilling rigs equipment and office facilities),whose terms have not commenced, (ii) firm purchase, transportation, storage and fractionation commitments, (iii) open purchase commitments and (iv) contractual obligations for which the ultimate settlement amounts are not fixed and determinable. The contractual obligations for which the ultimate settlement amounts are not fixed and determinable include (i) derivative contracts that are sensitive to future changes in commodity prices or interest rates, (ii) gathering, processing (primarily treating and fractionation) and transportation commitments on uncertain volumes of future throughput, (iii) open purchase commitments and (iv) indemnification obligations following certain divestitures. Other than the off-balance sheet arrangements described above, the Company has no transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect the Company's liquidity or availability of or requirements for capital resources. The Company expects to enter into similar contractual arrangements in the future, including incremental derivative contracts and additional firm purchase, transportation, storage and fractionation arrangements, in order to support the Company's business plans. See "Contractual obligations" below and Note 1011 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Contractual obligations. The Company's contractual obligations include long-term debt, operating leases (primarily related to contracted drilling rigs, equipment and office facilities), capital funding obligations, derivative obligations, firm transportation,
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storage and fractionation commitments, minimum annual gathering, processing and transportation commitments and other liabilities (including postretirement benefit obligations). Other joint owners in the properties operated by the Company could incur portions of the costs represented by these commitments.
Contractual obligations are estimated as follows:
 Payments Due by Year
20202021 and 20222023 and 2024Thereafter
 (in millions)
Firm commitments (a)$532  $1,005  $819  $1,784  
Long-term debt (b)450  1,100  —  750  
Purchase commitments (c)236  18   —  
Leases (d)187  225  105  621  
Derivative obligations (e)12   —  —  
Other liabilities (f)333  282  91  122  
Total contractual obligations$1,750  $2,638  $1,018  $3,277  
 Payments Due by Year
 2019 2020 and 2021 2022 and 2023 Thereafter
 (in millions)
Long-term debt (a)$
 $950
 $600
 $750
Operating leases (b)234
 266
 106
 647
Derivative obligations (c)27
 
 
 
Purchase commitments (d)263
 2
 
 
Other liabilities (e)105
 116
 54
 145
Firm commitments (f)662
 1,384
 869
 1,516
 $1,291
 $2,718
 $1,629
 $3,058
_____________________
_____________________
(a)
The amounts included in the table above represent principal maturities only. See "Item 7A. Quantitative
(a)Firm purchase, gathering, processing, transportation, storage and fractionation commitments represent take-or-pay agreements, which include (i) contractual commitments to purchase sand and water for use in the Company's drilling operations and Qualitative Disclosures About Market Risk" and Note 7 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(b)
Includes drilling commitments that represent future minimum expenditure commitments for drilling rig services and well commitments under contracts to which the Company was a party on December 31, 2018. See Note 10 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(c)
Derivative obligations represent net liabilities determined in accordance with master netting arrangements for commodity derivatives that were valued as of December 31, 2018. The Company's commodity derivative contracts are periodically measured and recorded at fair value and continue to be subject to market and credit risk. The ultimate liquidation value of the Company's commodity derivatives will be dependent upon actual future commodity prices, which may differ materially from the inputs used to determine the derivatives' fair values as of December 31, 2018. See Note 5 and Note 10 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for additional information.
(d)Open purchase commitments primarily represent expenditure commitments for inventories, materials and other property and equipment ordered, but not received, as of December 31, 2018.
(e)
The Company's other liabilities represent current and noncurrent other liabilities that are comprised of litigation and environmental contingencies, asset retirement obligations and other obligations for which neither the ultimate settlement amounts nor their timings can be precisely determined in advance. See Note 8, Note 9 and Note 10 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(f)Firm purchase, gathering, processing, transportation and fractionation commitments represent take-or-pay agreements, which include (i) contractual commitments to purchase sand and water for use in the Company's drilling operations and

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(ii) estimated fees on production throughput commitments and demand fees associated with volume delivery or storage commitments. The Company does not expect to be able to fulfill all of its short-term and long-term volume delivery obligations from projected production of available reserves; consequently, the Company plans to purchase third party volumes to satisfy its commitments if it is economic to do so; otherwise, it will pay demand fees for any commitment shortfalls. See "Item 2. Properties" and Note 1011 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(b)The amounts included in the table above represent principal maturities only. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and Note 7 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(c)Open purchase commitments primarily represent expenditure commitments for inventories, materials and other property and equipment ordered, but not received, as of December 31, 2019.
(d)The amounts represent future minimum lease payments associated long-term lease contracts to which the Company was a party and had commenced as of December 31, 2019. See Note 10 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
(e)Derivative obligations represent net liabilities determined in accordance with master netting arrangements for commodity derivatives that were valued as of December 31, 2019. The Company's commodity derivative contracts are periodically measured and recorded at fair value and continue to be subject to market and credit risk. The ultimate liquidation value of the Company's commodity derivatives will be dependent upon actual future commodity prices, which may differ materially from the inputs used to determine the derivatives' fair values as of December 31, 2019. See Note 5 and Note 11 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for additional information.
(f)The Company's other liabilities represent current and noncurrent other liabilities that are comprised of litigation and environmental contingencies, asset retirement obligations and other obligations for which neither the ultimate settlement amounts nor their timings can be precisely determined in advance. See Note 9 and Note 11 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Debt ratings. The Company is rated as mid-investment grade by three credit rating agencies. The Company receives debt credit ratings from several of the major ratings agencies, which are subject to regular reviews. The Company believes that each of the rating agencies considers many factors in determining the Company's ratings, including: (i) production growth opportunities, (ii) liquidity, (iii) debt levels, (iv) asset composition and (v) proved reserve mix. A reduction in the Company's debt ratings could increase the interest rates that the Company incurs on Credit Facility borrowings and could negatively impact the Company's ability to obtain additional financing or the interest rate, fees and other terms associated with such additional financing.
Book capitalization and current ratio. The Company's net book capitalization at December 31, 20182019 was $13.0$13.8 billion, consisting of cash and cash equivalents of $825 million, short-term and long-term investments of $568$631 million, debt of $2.3 billion and equity of $12.1 billion. The Company's net debt to book capitalization increased to 12 percent at December 31, 2019 from seven percent at December 31, 2018, from five percent at December 31, 2017, primarily
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due to funding the Company's oil and gas drilling and other property investmentsshare repurchases with cash flow from operations and a portion of the Company's cash and cash equivalents. The Company's ratio of current assets to current liabilities remained consistent between periodswas 0.88:1 at December 31, 2019, as compared to 1.42:1 at December 31, 2018, as compared to 1.41:1 at December 31, 2017.2018.
Critical Accounting Estimates
The Company prepares its consolidated financial statements for inclusion in this Report in accordance with GAAP. See Note 2 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information. The following is a discussion of the Company's most critical accounting estimates, judgments and uncertainties that are inherent in the Company's application of GAAP.
Asset retirement obligations. The Company has significant obligations to remove tangible equipment and facilities and to restore the land at the end of oil and gas production operations. The Company's removal and restoration obligations are primarily associated with plugging and abandoning wells. Estimating the future restoration and removal costs is difficult and requires management to make estimates and judgments because most of the removal obligations are many years in the future and contracts and regulations often have vague descriptions of what constitutes removal. Asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations.
Inherent in the present value calculation are numerous assumptions and judgments including the ultimate settlement amounts, credit-adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligations, a corresponding adjustment is generally made to the oil and gas property or other property and equipment balance. See Note 9 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Successful efforts method of accounting. The Company utilizes the successful efforts method of accounting for oil and gas producing activities as opposed to the alternate acceptable full cost method. In general, the Company believes that net assets and net income are more conservatively measured under the successful efforts method of accounting for oil and gas producing activities than under the full cost method, particularly during periods of active exploration. The critical difference between the successful efforts method of accounting and the full cost method is as follows:that under the successful efforts method, exploratory dry holes and geological and geophysical exploration costs are charged against earnings during the periods in which they occur; whereas, under the full cost method of accounting, such costs and expenses are capitalized as assets, pooled with the costs of successful wells and charged against the earnings of future periods as a component of depletion expense. During 2018, 2017 and 2016, the Company recorded exploration and abandonments expense of $114 million, $106 million and $119 million, respectively.
Proved reserve estimates. Estimates of the Company's proved reserves included in this Report are prepared in accordance with GAAP and SEC guidelines. The accuracy of a reserve estimate is a function of:
the quality and quantity of available data;
the interpretation of that data;
the accuracy of various mandated economic assumptions; and
the judgment of the persons preparing the estimate.

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The Company's proved reserve information included in this Report as of December 31, 2019, 2018 2017 and 20162017 was prepared by the Company's engineers and audited by independent petroleum engineers with respect to the Company's major properties. Estimates prepared by third parties may be higher or lower than those included herein.
Because these estimates depend on many assumptions, all of which may substantially differ from future actual results, proved reserve estimates will be different from the quantities of oil and gas that are ultimately recovered. In addition, results of drilling, testing and production after the date of an estimate may justify, positively or negatively, material revisions to the estimate of proved reserves.
It should not be assumed that the Standardized Measure included in this Report as of December 31, 20182019 is the current market value of the Company's estimated proved reserves. In accordance with SEC requirements, the Company based the 20182019 Standardized Measure on a twelve month average of commodity prices on the first day of each month in 20182019 and prevailing costs on the date of the estimate. Actual future prices and costs may be materially higher or lower than the prices and costs utilized in the estimate. See "Item 2. Properties" and Unaudited Supplementary Information included in "Item 8. Financial Statements and Supplementary Data" for additional information.
The Company's estimates of proved reserves materially impact depletion expense. If the estimates of proved reserves decline, the rate at which the Company records depletion expense will increase, reducing future net income. Such a decline may result from lower commodity prices, which may make it uneconomical to drill for and produce higher cost fields. In addition, a
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decline in proved reserve estimates may impact the outcome of the Company's assessment of its proved properties and goodwill for impairment.
Impairment of proved oil and gas properties. The Company reviews its proved properties to be held and used whenever management determines that events or circumstances indicate that the recorded carrying value of the properties may not be recoverable. Management assesses whether or not an impairment provision is necessary based upon estimated future recoverable proved and risk-adjusted probable and possible reserves, Management's Price Outlooks, production and capital costs expected to be incurred to recover the reserves, discount rates commensurate with the nature of the properties and net cash flows that may be generated by the properties. Proved oil and gas properties are reviewed for impairment at the level at which depletion of proved properties is calculated. See Note 4 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Impairment of unproved oil and gas properties. At December 31, 2018,2019, the Company carried unproved property costs of $601$584 million. Management assesses unproved oil and gas properties for impairment on a project-by-project basis. Management's impairment assessments include evaluating the results of exploration activities, Management's Price Outlooks and planned future sales or expiration of all or a portion of such projects.
Suspended wells. The Company suspends the costs of exploratory wells that discover hydrocarbons pending a final determination of the commercial potential of the discovery. The ultimate disposition of these well costs is dependent on the results of future drilling activity and development decisions. If the Company decides not to pursue additional appraisal activities or development of these fields, the costs of these wells will be charged to exploration and abandonment expense.
The Company does not carry the costs of drilling an exploratory well as an asset in its consolidated balance sheets following the completion of drilling unless both of the following conditions are met:
(i)The well has found a sufficient quantity of reserves to justify its completion as a producing well; and
(ii)The Company is making sufficient progress assessing the reserves and the economic and operating viability of the project.
(i)The well has found a sufficient quantity of reserves to justify its completion as a producing well; and
(ii)The Company is making sufficient progress assessing the reserves and the economic and operating viability of the project.
Due to the capital intensive nature and the geographical location of certain projects, it may take an extended period of time to evaluate the future potential of an exploration project and economics associated with making a determination on its commercial viability. In these instances, the project's feasibility is not contingent upon price improvements or advances in technology, but rather the Company's ongoing efforts and expenditures related to accurately predicting the hydrocarbon recoverability based on well information, gaining access to other companies' production, transportation or processing facilities and/or getting partner approval to drill additional appraisal wells. These activities are ongoing and being pursued constantly. Consequently, the Company's assessment of suspended exploratory well costs is continuous until a decision can be made that the well has found sufficient quantities of proved reserves to sanction the project or is determined to be noncommercial and is impaired. See Note 6 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Deferred tax asset valuation allowances. The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that its deferred tax assets will be realized prior to their expiration. Pioneer monitors Company-specific, oil and gas industry and worldwide economic factors and based on that information, along with other data,

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reassesses the likelihood that the Company's net operating loss carryforwards and other deferred tax attributes in each jurisdiction will be utilized prior to their expiration. There can be no assurance that facts and circumstances will not materially change and require the Company to establish deferred tax asset valuation allowances in certain jurisdictions in a future period.
Uncertain tax positions. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. The Company hadhas unrecognized tax benefits for tax years 2016-2018 ("UTBs") resulting from research and experimental expenditures related to horizontal drilling and completion innovations. If all or a portion of the unrecognized tax benefitUTBs is sustained upon examination by the taxing authorities, the tax benefit will be recognizedrecorded as a reduction to the Company'sCompany’s deferred tax liability and will affect the Company'sCompany’s effective tax rate in the period it is recognized.recorded. In December 2019, the Company and the taxing authorities effectively settled the uncertain tax position for the 2012-2015 tax years. The Company believes it will substantially resolve the uncertainties associated with the remaining UTB within the next twelve months. See Note 1617 of Notes to the Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Goodwill impairment.The Company reviews its goodwill for impairment at least annually. During the third quarter of 2018,2019, the Company performed a qualitative assessment of goodwill to assess whether it was more likely than not that the fair
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value of the Company's reporting unit was less than its carrying amount as a basis for determining whether it was necessary to record a noncash impairment charge. The Company determined that it was more likely than not that the Company's goodwill was not impaired. There is considerable judgment involved in estimating fair values, particularly in determining the valuation methodologies to utilize, the estimation of proved reserves as described above and the weighting of different valuation methodologies applied.
Litigation and environmental contingencies. The Company makes judgments and estimates in recording liabilities for ongoing litigation and environmental remediation. Actual costs can vary from such estimates for a variety of reasons. The costs to settle litigation can vary from estimates based on differing interpretations of laws and opinions and assessments on the amount of damages. Similarly, environmental remediation liabilities are subject to change because of changes in laws and regulations, developing information relating to the extent and nature of site contamination and improvements in technology. A liability is recorded for these types of contingencies if the Company determines the loss to be both probable and reasonably estimable. See Note 1011 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Valuation of stock-based compensation. The Company calculates the fair value of stock-based compensation using various valuation methods. The valuation methods require the use of estimates to derive the inputs necessary to determine fair value. The Company utilizes (i) the Black-Scholes option pricing model to measure the fair value of stock options, (ii) the closing stock price on the day prior to the date of grant for the fair value of restricted stock awards, (iii) the closing stock price on the balance sheet date for restricted stock awards that are expected to be settled wholly or partially in cash on their vesting date and (iv) the Monte Carlo simulation method for the fair value of performance unit awards. See Note 8 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Valuation of other assets and liabilities at fair value. The Company periodically measures and records certain assets and liabilities at fair value. The assets and liabilities that the Company measures and records at fair value on a recurring basis include trading securities, commodity derivative contracts and interest rate contracts. Other assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. The assets and liabilities that the Company measures and records at fair value on a nonrecurring basis include inventories, proved and unproved oil and gas properties, assets acquired and liabilities assumed in business combinations and other long-lived assets that are written down to fair value when they are determined to be impaired or held for sale. The Company also measures and discloses certain financial assets and liabilities at fair value, such as long-term debt and investments. The valuation methods used by the Company to measure the fair values of these assets and liabilities may require considerable management judgment and estimates to derive the inputs necessary to determine fair value estimates, such as future prices, credit-adjusted risk-free rates and current volatility factors. See Note 4 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
New Accounting Pronouncements
The effects of new accounting pronouncements are discussed in Note 2 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data."

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, the Company's financial position is routinely subject to a variety of risks, including market risks associated with changes in commodity prices, interest rate movements on outstanding debt and credit risks. These risks are mitigated through the Company's risk management program, which includes the use of derivative instruments.financial instruments and sales of purchased oil and gas. The following quantitative and qualitative information is provided about financial instruments to which the Company was a party as of December 31, 2018,2019, and from which the Company may incur future gains or losses from changes in commodity prices or interest rates. The Company does not enter into any financial instruments, including derivatives, for speculative or trading purposes.
Interest rate risk. As of December 31, 20182019, the Company had no variable rate debt outstanding under its credit facility and therefore no related exposure to interest rate risk. As of December 31, 2018,2019, the Company had $2.3 billion of fixed rate long-term debt outstanding with an weighted average interest rate of 5.45.3 percent. Although changes in interest rates may affect the fair value of the Company's fixed rate long-term debt, any changes would not expose the Company to the risk of material earnings or cash flow losses. The Company has nodid not have any interest rate derivative instruments outstanding;outstanding as of December 31, 2019, however it may enter into additional such instrumentinstruments in the future to mitigate interest rate risk. See Note 4, Note 5 and Note 7 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
Commodity price risk. The Company's primary market risk exposure is in the price it receives from the sale of its oil, NGL and gas production. Realized pricing is volatile and is determined by market prices that fluctuate with changes in supply and demand for these products throughout the world. The price the Company receives for its production depends on many factors outside of the control of the Company, including differences in commodity pricing at the point of sale versus various index prices. Reducing the Company's exposure to price volatility helps secure funds to be used in its capital program. The Company mitigates its commodity price risk through the use of derivative financial instruments and sales of purchased oil and gas.
Derivative financial instruments. The Company's decision on the quantity and price at which it executes derivative contracts is based in part on its view of current and future market conditions. The Company may choose not to enter into derivative positions for expected production if the price environment for certain time periods is deemed to be unfavorable. Additionally, the Company may choose to liquidate existing derivative positions prior to the expiration of their contractual maturity in order to monetize gain positions for the purpose of funding its capital program.program, dividends and share repurchases. While derivative positions limit the downside risk of adverse price movements, it also limits future revenues from upward price movements. The Company manages commodity price risk with the following types of derivative contracts:
Swaps. The Company receives a fixed price and pays a floating market price to the counterparty on a notional amount of sales volumes, thereby fixing the price for the commodity sold.
Collars. Collar contracts provide minimum ("floor" or "long put") and maximum ("ceiling") prices on a notional amount of sales volumes, thereby allowing some price participation if the relevant index price closes above the floor price but below the ceiling price.
Collar contracts with short put options. Collar contracts with short put options differ from other collar contracts by virtue of the short put option price, below which the Company's realized price will exceed the variable market prices by the long put-to-short put price differential.
Basis swaps. Basis swap contracts fix the basis differentials between the index price at which the Company sells its production and the index price used in swap or collar contracts.
Options. Selling individual call options can enhance the market price by the premium received or the premium received can be utilized to improve swap or collar contract prices. Purchased put options establish a minimum floor price (less any premiums paid) and allows participation in higher prices when prices close above the floor price.
The Company has entered into derivative contracts for only a small portion of its forecasted 20192020 and 2021 production; consequently, if commodity prices decline, the Company could realize lower prices for volumes not protected by the Company's derivative activities and could see a reduction in derivative contract prices onavailable for additional volumes in the future. As a result, the Company's internal cash flows will be negatively impacted by a reduction in commodity prices.

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The average forward prices based on December 31, 20182019 market quotes are as follows:
20192020Year Ending December 31, 2021
First
Quarter
 Second Quarter Third Quarter Fourth QuarterFirst
Quarter
Second QuarterThird QuarterFourth QuarterYear Ending December 31, 2021
Average forward Brent oil price$54.04
 $54.74
 $54.99
 $55.25
Average forward Brent oil price$65.32  $63.49  $62.04  $60.87  $58.90  
Average forward NYMEX gas price$2.90
 $2.69
 $2.75
 $2.83
Average forward NYMEX gas price$2.17  $2.19  $2.31  $2.46  $2.42  
Permian Basin index swap contracts:       
Permian Basin gas index swap contracts:Permian Basin gas index swap contracts:
Average forward basis differential price (a)$(1.72) $(1.75) $(1.34) $
Average forward basis differential price (a)$—  $(1.89) $(1.30) $(1.50) $—  
Southern California index swap contracts:       
Average forward basis differential price (b)$1.45
 $0.87
 $1.54
 $0.96
The average forward prices based on February 21, 201918, 2020 market quotes are as follows:
20192020Year Ending December 31, 2021
First
Quarter
 Second Quarter Third Quarter Fourth QuarterFirst
Quarter
Second QuarterThird QuarterFourth QuarterYear Ending December 31, 2021
Average forward Brent oil price$67.13
 $66.97
 $66.57
 $66.13
Average forward Brent oil price$57.63  $57.43  $57.20  $56.87  $56.36  
Average forward NYMEX gas price$2.70
 $2.75
 $2.84
 $2.92
Average forward NYMEX gas price$1.98  $2.01  $2.13  $2.32  $2.36  
Permian Basin index swap contracts:       Permian Basin index swap contracts:
Average forward basis differential price (a)$(1.44) $(1.67) $(1.38) $
Average forward basis differential price (a)$—  $(2.07) $(1.82) $(2.01) $(1.29) 
Southern California index swap contracts:       
Average forward basis differential price (b)$1.55
 $1.03
 $1.56
 $0.92
___________________
(a)Based on market quotes for basis differentials between Permian Basin index prices and the NYMEX Henry Hub index price. The Company currently has no Permian Basin index swap contracts covering the fourth quarter of 2019.
(b)Based on market quotes for basis differentials between Permian Basin index prices and southern California index prices.
(a)Based on market quotes for basis differentials between Permian Basin gas index prices and the NYMEX Henry Hub index price.
See Note 4 and Note 5 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Company's open derivative positions and additional information.
Sales of purchased oil and gas. The Company enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from the Company's areas of production. The Company also enters into purchase transactions with third parties and separate sale transactions with third parties to (i) diversify a portion of the Company's oil and gas sales to the Gulf Coast refinery orrefineries and LNG facilities, international export markets and (ii)to satisfy unused gas pipeline capacity commitments.
Credit risk. The Company's primary concentration of credit risks are associated with the collection of receivables resulting from the sale of oil and gas production and purchased oil and gas and the risk of a counterparty's failure to meet its obligations under derivative contracts with the Company.
The Company's oil and gas is sold to various purchasers who must be prequalified under the Company's credit risk policies and procedures. The Company monitors exposure to counterparties primarily by reviewing credit ratings, financial criteria and payment history. Where appropriate, the Company obtains assurances of payment, such as a guarantee by the parent company of the counterparty, a letter of credit or other credit support. Historically, the Company's credit losses on oil and gas receivables have not been material.
The Company uses credit and other financial criteria to evaluate the credit standing of, and to select, counterparties to its derivative instruments. Although the Company does not obtain collateral or otherwise secure the fair value of its derivative instruments, associated credit risk is mitigated by the Company's credit risk policies and procedures.
The Company has entered into International Swap Dealers Association Master Agreements ("ISDA Agreements") with each of its derivative counterparties. The terms of the ISDA Agreements provide the Company and the counterparties with right of set off upon the occurrence of defined acts of default by either the Company or a counterparty to a derivative contract, whereby the party not in default may set off all derivative liabilities owed to the defaulting party against all derivative asset receivables from the defaulting party. See Note 5 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
10. Leases
16. 17. Income Taxes


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Pioneer Natural Resources Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pioneer Natural Resources Company (the Company) as of December 31, 20182019 and 2017, and2018, the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2018,2019, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20182019 and 2017,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 201924, 2020 expressed an unqualified opinion thereon.
Adoption of ASU No. 2014-09
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for recognizing revenue as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the related amendments, effective January 1, 2018.
Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Depreciation, Depletion and Amortization of Proved Oil and Gas Properties
Description of the MatterAt December 31, 2019, the net book value of the Company’s proved oil and gas properties was $13,861 million, and depreciation, depletion and amortization (DD&A) expense was $1,711 million for the year then ended. As described in Note 2, under the successful efforts method of accounting, capitalized costs of proved properties are depleted using the units-of-production method based on proved reserves, as estimated by the Company’s engineers. Proved oil and gas reserve estimates are based on geological and engineering interpretation and judgment. Significant judgment is required by the Company’s engineers in evaluating geological and engineering data when estimating proved oil and gas reserves. Estimating reserves also requires the selection of inputs, including oil and gas price assumptions, future operating and capital cost assumptions and tax rates by jurisdiction, among others. Because of the complexity involved in estimating oil and gas reserves, management used independent petroleum engineers to audit the estimates prepared by the Company’s engineers as of December 31, 2019.
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Auditing the Company’s DD&A calculation is especially complex because of the use of the work of the Company’s engineers and the independent petroleum engineers and the evaluation of management’s determination of the inputs described above used by the engineers in estimating proved oil and gas reserves.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the engineers for use in estimating proved oil and gas reserves.
Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s engineers responsible for the preparation of the reserve estimates and the independent petroleum engineers used to audit the estimates. In addition, in assessing whether we can use of the work of the engineers, we evaluated the completeness and accuracy of the financial data and inputs described above used by the engineers in estimating proved oil and gas reserves by agreeing them to source documentation and we identified and evaluated corroborative and contrary evidence. For proved undeveloped reserves, we evaluated management’s development plan for compliance with SEC requirements. We also tested the mathematical accuracy of the DD&A calculations, including comparing the proved oil and gas reserves amounts used to the Company’s reserve report.
South Texas Divestiture
Description of the MatterAs disclosed in Note 3, the Company completed the sale of its Eagle Ford assets and other remaining assets in South Texas (collectively, the South Texas assets) to an unaffiliated third party in exchange for total consideration having an estimated fair value of $210 million. The estimated fair value of the consideration as of the date of the sale includes (i) net cash proceeds of $2 million, (ii) an estimated $136 million in contingent consideration based on commodity prices and (iii) $72 million in estimated reimbursements from the buyer associated with deficiency fees the Company is obligated to pay on minimum volume commitments related to the assets sold. The Company recorded an obligation of $348 million for the estimated fair value of the future obligation associated with the minimum volume commitments. The Company recorded a $525 million loss in connection with the sale.
Auditing the Company’s accounting for the sale of its South Texas assets was complex because of the significant judgment used by management in accounting for the unique terms and conditions of the agreement, including the accounting for the consideration expected to be received that is contingent on future oil and NGL prices and the minimum volume commitment obligation and related reimbursement. Additionally, significant estimation by management was required to determine the fair value of the contingent consideration and minimum volume commitment obligation and related reimbursement, and the respective fair values were sensitive to the significant underlying assumptions. The Company used an option pricing model to determine the fair value of the contingent consideration. The significant assumptions used to estimate the fair value of the contingent consideration included discount rates, observable forward commodity prices, and implied volatility factors. The Company used a discounted cash flow model to determine the fair value of the minimum volume commitment liability and related reimbursement. The significant assumptions used to estimate the fair value of the minimum volume commitment obligation and related reimbursement included discount rates and unobservable assumptions with respect to various development plans that form the basis of the projected volumes to be produced based on future drilling. These significant assumptions are forward looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit
We tested the Company's controls over its accounting for the divestiture of its South Texas assets, including controls over the accounting and valuation models and the recognition and measurement of the contingent consideration and the minimum volume commitment obligation and related reimbursement. We also tested controls over management’s review of underlying assumptions and inputs used in the valuation models.
Our audit procedures included, among others, evaluating management’s accounting for the unique terms and conditions of the purchase and sale agreement. We also evaluated the valuation methodologies and significant assumptions used by management, and performed procedures to assess the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the significant assumptions to third-party industry projections for future commodity prices and related differentials used in the valuation of the contingent consideration. With respect to the minimum volume commitment obligation and related reimbursement, we compared drilling plan assumptions to the agreed-upon drilling schedule between the buyer and working interest owners and compared anticipated production information to historical production information for similar properties. We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates.
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/s/ Ernst & Young LLP
We have served as the Company's auditor since 1998.
Dallas, Texas
February 24, 2020
We have served as the Company's auditor since 1998.
Dallas, Texas
February 26, 2019

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PIONEER NATURAL RESOURCES COMPANY

CONSOLIDATED BALANCE SHEETS
(in millions)
 December 31,
 20192018
ASSETS
Current assets:
Cash and cash equivalents$631  $825  
Restricted cash74  —  
Short-term investments—  443  
Accounts receivable:
Trade, net1,032  694  
Due from affiliates 120  
Income taxes receivable  
Inventories205  242  
Derivatives32  52  
Investment in affiliate187  172  
Other20  25  
Total current assets2,191  2,580  
Oil and gas properties, using the successful efforts method of accounting:
Proved properties22,444  21,165  
Unproved properties584  601  
Accumulated depletion, depreciation and amortization(8,583) (8,218) 
Total oil and gas properties, net14,445  13,548  
Other property and equipment, net1,632  1,291  
Operating lease right-of-use assets280  —  
Long-term investments—  125  
Goodwill261  264  
Other assets258  95  
$19,067  $17,903  
 December 31,
 2018 2017
ASSETS
Current assets:   
Cash and cash equivalents$825
 $896
Short-term investments443
 1,213
Accounts receivable:   
Trade, net694
 644
Due from affiliates120
 1
Income taxes receivable7
 7
Inventories242
 212
Derivatives52
 11
Investment in affiliate172
 
Other25
 23
Total current assets2,580
 3,007
Property, plant and equipment, at cost:   
Oil and gas properties, using the successful efforts method of accounting:   
Proved properties21,165
 20,404
Unproved properties601
 558
Accumulated depletion, depreciation and amortization(8,218) (9,196)
Total property, plant and equipment13,548
 11,766
Long-term investments125
 66
Goodwill264
 270
Other property and equipment, net1,291
 1,762
Other assets95
 132
 $17,903
 $17,003
























The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS (continued)
(in millions, except share data)
 December 31,
 20192018
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable:
Trade$1,221  $1,441  
Due to affiliates190  183  
Interest payable53  53  
Income taxes payable  
Current portion of long-term debt450  —  
Derivatives12  27  
Operating leases136  —  
Other431  112  
Total current liabilities2,496  1,818  
Long-term debt1,839  2,284  
Derivatives —  
Deferred income taxes1,389  1,152  
Operating leases170  —  
Other liabilities1,046  538  
Equity:
Common stock, $.01 par value; 500,000,000 shares authorized; 175,057,889 and 174,321,171
   shares issued as of December 31, 2019 and 2018, respectively
  
Additional paid-in capital9,161  9,062  
Treasury stock, at cost; 9,511,248 and 4,822,069 shares as of December 31, 2019 and 2018,
   respectively
(1,069) (423) 
Retained earnings4,025  3,470  
Total equity12,119  12,111  
Commitments and contingencies
$19,067  $17,903  
 December 31,
 2018 2017
LIABILITIES AND EQUITY
Current liabilities:   
Accounts payable:   
Trade$1,441
 $1,174
Due to affiliates183
 108
Interest payable53
 59
Income taxes payable2
 
Current portion of long-term debt
 449
Derivatives27
 232
Other112
 106
Total current liabilities1,818
 2,128
Long-term debt2,284
 2,283
Derivatives
 23
Deferred income taxes1,152
 899
Other liabilities538
 391
Equity:   
Common stock, $.01 par value; 500,000,000 shares authorized; 174,321,171 and 173,796,743 shares issued as of December 31, 2018 and 2017, respectively2
 2
Additional paid-in capital9,062
 8,974
Treasury stock, at cost; 4,822,069 and 3,608,132 shares as of December 31, 2018 and 2017, respectively(423) (249)
Retained earnings3,470
 2,547
Total equity attributable to common stockholders12,111
 11,274
Noncontrolling interest in consolidated subsidiaries
 5
Total equity12,111
 11,279
Commitments and contingencies
 
 $17,903
 $17,003





















The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
 Year Ended December 31,
 201920182017
Revenues and other income:
Oil and gas$4,916  $4,991  $3,518  
Sales of purchased oil and gas4,755  4,388  1,776  
Interest and other76  38  53  
Derivative gain (loss), net34  (292) (100) 
Gain (loss) on disposition of assets, net(477) 290  208  
9,304  9,415  5,455  
Costs and expenses:
Oil and gas production874  855  591  
Production and ad valorem taxes299  284  215  
Depletion, depreciation and amortization1,711  1,534  1,400  
Purchased oil and gas4,472  3,930  1,807  
Impairment of oil and gas properties—  77  285  
Exploration and abandonments58  114  106  
General and administrative324  381  326  
Accretion of discount on asset retirement obligations10  14  19  
Interest121  126  153  
Other448  849  244  
8,317  8,164  5,146  
Income before income taxes987  1,251  309  
Income tax (provision) benefit(231) (276) 524  
Net income756  975  833  
Net loss attributable to noncontrolling interests—   —  
Net income attributable to common stockholders$756  $978  $833  
Net income per share attributable to common stockholders:
Basic$4.50  $5.71  $4.86  
Diluted$4.50  $5.70  $4.85  
Basic and diluted weighted average shares outstanding167  171  170  
 Year Ended December 31,
 2018 2017 2016
Revenues and other income:     
Oil and gas$4,991
 $3,518
 $2,418
Sales of purchased oil and gas4,388
 1,776
 1,091
Interest and other38
 53
 32
Derivative losses, net(292) (100) (161)
Gain on disposition of assets, net290
 208
 2
 9,415
 5,455
 3,382
Costs and expenses:     
Oil and gas production855
 591
 581
Production and ad valorem taxes284
 215
 136
Depletion, depreciation and amortization1,534
 1,400
 1,480
Purchased oil and gas3,930
 1,807
 1,155
Impairment of oil and gas properties77
 285
 32
Exploration and abandonments114
 106
 119
General and administrative381
 326
 325
Accretion of discount on asset retirement obligations14
 19
 18
Interest126
 153
 207
Other849
 244
 288
 8,164
 5,146
 4,341
Income (loss) before income taxes1,251
 309
 (959)
Income tax benefit (provision)(276) 524
 403
Net income (loss)975
 833
 (556)
Net loss attributable to noncontrolling interests3
 
 
Net income (loss) attributable to common stockholders$978
 $833
 $(556)
      
Net income (loss) per share attributable to common stockholders:     
Basic$5.71
 $4.86
 $(3.34)
Diluted$5.70
 $4.85
 $(3.34)
      
Basic and diluted weighted average shares outstanding171
 170
 166
















The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF EQUITY
(in millions, except share data and dividends per share)
  Equity Attributable to Common Stockholders  
 Shares
Outstanding
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Noncontrolling
Interests
Total
Equity
(in thousands)
Balance as of December 31, 2016169,724  $ $8,892  $(218) $1,728  $ $10,411  
Dividends declared ($0.08 per share)—  —  —  —  (14) —  (14) 
Exercise of long term incentive plan stock options and employee stock purchases81  —    —  —   
Purchase of treasury stock(191) —  —  (36) —  —  (36) 
Compensation costs:
Vested compensation awards, net575  —  —  —  —  —  —  
Compensation costs included in net income—  —  79  —  —  —  79  
Purchase of noncontrolling interest—  —   —  —  (2) —  
Net income—  —  —  —  833  —  833  
Balance as of December 31, 2017170,189  $ $8,974  $(249) $2,547  $ $11,279  
Dividends declared ($0.32 per share)—  —  —  —  (55) —  (55) 
Exercise of long-term incentive plan stock options and employee stock purchases58  —    —  —   
Purchase of treasury stock(1,272) —  —  (179) —  —  (179) 
Compensation costs:

Vested compensation awards, net524  —  —  —  —  —  —  
Compensation costs included in net income—  —  85  —  —  —  85  
Sale of noncontrolling interest—  —  —  —  —  (2) (2) 
Net income (loss)—  —  —  —  978  (3) 975  
Balance as of December 31, 2018169,499  $ $9,062  $(423) $3,470  $—  $12,111  
   Equity Attributable to Common Stockholders   
 
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Noncontrolling
Interests
 
Total
Equity
 (in thousands)
            
Balance as of December 31, 2015149,380
 $2
 $6,267
 $(199) $2,298
 $7
 $8,375
Issuance of common stock19,838
 
 2,534
 
 
 
 2,534
Dividends declared ($0.08 per share)
 
 
 
 (14) 
 (14)
Exercise of long term incentive plan stock options and employee stock purchases98
 
 1
 6
 
 
 7
Purchase of treasury stock(200) 
 
 (25) 
 
 (25)
Tax benefits related to stock-based compensation
 
 1
 
 
 
 1
Compensation costs:             
Vested compensation awards, net608
 
 
 
 
 
 
Compensation costs included in net loss
 
 89
 
 
 
 89
Net loss
 
 
 
 (556) 
 (556)
Balance as of December 31, 2016169,724
 $2
 $8,892
 $(218) $1,728
 $7
 $10,411
Dividends declared ($0.08 per share)
 
 
 
 (14) 
 (14)
Exercise of long-term incentive plan stock options and employee stock purchases81
 
 1
 5
 
 
 6
Purchase of treasury stock(191) 
 
 (36) 
 
 (36)
Compensation costs:            
Vested compensation awards, net575
 
 
 
 
 
 
Compensation costs included in net income
 
 79
 
 
 
 79
Purchase of noncontrolling interest
 
 2
 
 
 (2) 
Net income
 
 
 
 833
 
 833
Balance as of December 31, 2017170,189
 $2
 $8,974
 $(249) $2,547
 $5
 $11,279


























The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF EQUITY (continued)
(in millions, except share data and dividends per share)
  Equity Attributable to Common Stockholders 
 Shares
Outstanding
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Total
Equity
(in thousands)
Balance as of December 31, 2018169,499  $ $9,062  $(423) $3,470  $12,111  
Dividends declared ($1.20 per share)—  —  —  —  (201) (201) 
Exercise of long-term incentive plan stock options and employee stock purchases64  —  (1)  —   
Purchases of treasury stock(4,753) —  —  (653) —  (653) 
Compensation costs:
Vested compensation awards, net737  —  —  —  —  —  
Compensation costs included in net income—  —  100  —  —  100  
Net income—  —  —  —  756  756  
Balance as of December 31, 2019165,547  $ $9,161  $(1,069) $4,025  $12,119  
   Equity Attributable to Common Stockholders    
 
Shares
Outstanding
 
Common
Stock
 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Noncontrolling
Interests
 
Total
Equity
 (in thousands)
            
Balance as of December 31, 2017170,189
 $2
 $8,974
 $(249) $2,547
 $5
 $11,279
Dividends declared ($0.32 per share)
 
 
 
 (55) 
 (55)
Exercise of long-term incentive plan stock options and employee stock purchases58
 
 3
 5
 
 
 8
Purchases of treasury stock(1,272) 
 
 (179) 
 
 (179)
Compensation costs:             
Vested compensation awards524
 
 
 
 
 
 
Compensation costs included in net income
 
 85
 
 
 
 85
Sale of noncontrolling interest
 
 
 
 
 (2) (2)
Net income (loss)
 
 
 
 978
 (3) 975
Balance as of December 31, 2018169,499
 $2
 $9,062
 $(423) $3,470
 $
 $12,111
























The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 Year Ended December 31,
 201920182017
Cash flows from operating activities:
Net income$756  $975  $833  
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation and amortization1,711  1,534  1,400  
Impairment of oil and gas properties—  77  285  
Impairment of inventory and other property and equipment38  11   
Exploration expenses, including dry holes 27  22  
Deferred income taxes236  274  (519) 
(Gain) loss on disposition of assets, net477  (290) (208) 
Accretion of discount on asset retirement obligations10  14  19  
Interest expense   
Derivative related activity13  (270) 174  
Amortization of stock-based compensation100  85  79  
Investment in affiliate valuation adjustment(15) —  —  
Contingent consideration valuation adjustment45  —  —  
Other105  658  85  
Change in operating assets and liabilities:
Accounts receivable(227) (52) (120) 
Inventories(20) (70) (35) 
Other assets(33)  (3) 
Accounts payable(7) 321  134  
Interest payable—  (5) (9) 
Other liabilities(91) (55) (45) 
Net cash provided by operating activities3,115  3,242  2,099  
Cash flows from investing activities:
Proceeds from disposition of assets, net of cash sold149  469  352  
Proceeds from investments624  1,373  1,467  
Purchase of investments—  (669) (904) 
Additions to oil and gas properties(2,988) (3,520) (2,365) 
Additions to other assets and other property and equipment, net(232) (263) (342) 
Net cash used in investing activities(2,447) (2,610) (1,792) 
Cash flows from financing activities:
Principal payments on long-term debt—  (450) (485) 
Payments of other liabilities(14) (23) —  
Exercise of long-term incentive plan stock options and employee stock purchases   
Purchases of treasury stock(653) (179) (36) 
Payments of financing fees—  (4) —  
Dividends paid(127) (55) (14) 
Net cash used in financing activities(788) (703) (529) 
Net decrease in cash, cash equivalents and restricted cash(120) (71) (222) 
Cash, cash equivalents and restricted cash, beginning of period825  896  1,118  
Cash, cash equivalents and restricted cash, end of period$705  $825  $896  
 Year Ended December 31,
 2018 2017 2016
Cash flows from operating activities:     
Net income (loss)$975
 $833
 $(556)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depletion, depreciation and amortization1,534
 1,400
 1,480
Impairment of oil and gas properties77
 285
 32
Impairment of inventory and other property and equipment11
 2
 8
Exploration expenses, including dry holes27
 22
 42
Deferred income taxes274
 (519) (379)
Gain on disposition of assets, net(290) (208) (2)
Accretion of discount on asset retirement obligations14
 19
 18
Interest expense5
 5
 13
Derivative related activity(270) 174
 851
Amortization of stock-based compensation85
 79
 89
Other658
 85
 70
Change in operating assets and liabilities     
Accounts receivable(52) (120) (141)
Income taxes receivable
 (4) 40
Inventories(70) (35) (32)
Derivatives
 
 (24)
Investments4
 (2) (21)
Other current assets(1) 3
 (3)
Accounts payable321
 134
 58
Interest payable(5) (9) 3
Other current liabilities(55) (45) (46)
Net cash provided by operating activities3,242
 2,099
 1,500
Cash flows from investing activities:     
Proceeds from disposition of assets, net of cash sold469
 352
 507
Payments for acquisitions
 
 (428)
Proceeds from investments1,373
 1,467
 905
Purchase of investments(669) (904) (2,741)
Additions to oil and gas properties(3,520) (2,365) (1,857)
Additions to other assets and other property and equipment, net(263) (342) (207)
Net cash used in investing activities(2,610) (1,792) (3,821)
Cash flows from financing activities:     
Principal payments on long-term debt(450) (485) (455)
Proceeds from issuance of common stock, net of issuance costs
 
 2,534
Payments of other liabilities(23) 
 
Exercise of long-term incentive plan stock options and employee stock purchases8
 6
 7
Purchases of treasury stock(179) (36) (25)
Payments of financing fees(4) 
 
Dividends paid(55) (14) (13)
Net cash provided by (used in) financing activities(703) (529) 2,048
Net decrease in cash and cash equivalents(71) (222) (273)
Cash and cash equivalents, beginning of period896
 1,118
 1,391
Cash and cash equivalents, end of period$825
 $896
 $1,118




The accompanying notes are an integral part of these consolidated financial statements.


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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 20162017




NOTE 1. Organization and Nature of Operations
Pioneer Natural Resources Company ("Pioneer" or the "Company") is a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. The Company is a large independent oil and gas exploration and production company that explores for, develops and produces oil, natural gas liquids ("NGLs") and gas within the United States, with operations primarily in the Permian Basin in West Texas.
NOTE 2. Summary of Significant Accounting Policies
Principles of consolidation. The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries since their acquisition or formation. All material intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior period amounts to conform to the current period's presentation.
Use of estimates in the preparation of financial statements. Preparation of the Company's consolidated financial statements in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Depletion of oil and gas properties and impairment of goodwill and proved and unproved oil and gas properties and goodwill, in part, is determined using estimates of proved, probable and possible oil and gas reserves. There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved and unproved oil and gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves and commodity price outlooks. Actual results could differ from the estimates and assumptions utilized.
Cash and cash equivalents. The Company's cash and cash equivalents include depository accounts held by banks and marketable securities with original issuance maturities of 90 days or less.
Restricted cash.The Company's restricted cash includes funds held in escrow to cover future deficiency fee payments in connection with the Company's 2019 sale of its Eagle Ford assets and other remaining assets in South Texas (the "South Texas Divestiture"). Beginning in 2021, the required escrow balance declines and, to the extent there is any remaining balance after the payment of deficiency fees, the balance will become unrestricted and revert to the Company on March 31, 2023. Interest income related to restricted cash is recorded in interest and other income in the consolidated statements of operations.
Investments. Periodically, the Company invests in commercial paper and corporate bonds with investment grade rated entities. The Company also periodically enters into time deposits with financial institutions. Commercial paper and time deposits are included in cash and cash equivalents if they have maturity dates that are less than 90 days at the date of purchase; otherwise, investments are classified asincluded in short-term investments or long-term investments in the consolidated balance sheets based on their maturity dates.
Investments areAs of December 31, 2019, the Company has no investments classified as held-to-maturity. As of December 31, 2018, the Company's investments were carried at amortized cost and classified as held-to-maturity as the Company hashad the intent and ability to hold them until they mature. The carrying values of held-to-maturity investments arewere adjusted for amortization of premiums and accretion of discounts over the remaining life of the investment. Income related to these investments iswas recorded asin interest and other income in the consolidated statements of operations.
Accounts receivable. The Company's accounts receivable – trade are primarily comprised of oil and gas sales receivables, joint interest receivables and other receivables for which the Company does not require collateral security. The Company's share of oil and gas production is sold to various purchasers who must be prequalified under the Company's credit risk policies and procedures. The Company records allowances for doubtful accounts based on the age of accounts receivables and the financial condition of its purchasers. The Company's credit risk related to collecting accounts receivables is mitigated by using credit and other financial criteria to evaluate the credit standing of the entity obligated to make payment on the accounts receivable, and where appropriate, the Company obtains assurances of payment, such as a guarantee by the parent company of the counterparty or other credit support.
As of December 31, 2018 and 2017, theThe Company's allowance for doubtful accounts totaled $2 million for each of the years ended December 31, 2019 and $1 million, respectively.2018. The Company establishes allowances for bad debts equal to the estimable portions of accounts receivable for which
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
failure to collect is considered probable. The Company estimates the portions of joint interest receivables for which failure to collect is probable based on percentages of joint interest receivables that are past due. The Company estimates the portions of other receivables for which failure to collect is probable based on the relevant facts and circumstances surrounding the receivable. Allowances for doubtful accounts are recorded as reductions to the carrying values of the receivables included in the Company's consolidated balance sheets and as charges toare recorded in other expense in the consolidated statements of operations in the accounting periods during which failure to collect an estimable portion is determined to be probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Inventories. The Company's inventories consist of materials, supplies and commodities. The Company's materials and supplies inventory is primarily comprised of oil and gas drilling or repair items such as tubing, casing, proppant used to fracture-stimulate oil and gas wells, water, chemicals, operating supplies and ordinary maintenance materials and parts.repair parts, water, chemicals and other operating supplies. The materials and supplies inventory is primarily acquired for use in future drilling and production operations or repair operations and is carried at the lower of cost or market, on a weighted average cost basis. Valuation allowances for materials and supplies inventories are recorded as reductions to the carrying values of the materials and supplies inventories included in the Company's consolidated balance sheets and as charges toare recorded in other expense in the consolidated statements of operations.
During the second quarter of 2018, the Company made a voluntary change in accounting policy to account for its materials and supplies inventory on a weighted average cost basis, versus using the previous accounting policy of the first-in-first-out basis. The Company made this voluntary change in accounting policy because it believes this method is preferable, as the weighted average cost basis more closely aligns with the physical flow of material and supplies inventory and is more widely utilized in the oil and gas industry. This voluntary change in accounting policy did not have a material effect on the Company's consolidated financial statements for prior periods. As such, prior periods have not been restated.
Commodity inventories are carried at the lower of cost or market, on a first-in, first-out basis. The Company's commodity inventories consist of oil, NGLs and gas volumes held in storage or as linefill in pipelines. Any valuation allowances of commodity inventories are recorded as reductions to the carrying values of the commodity inventories included in the Company's consolidated balance sheets and as charges to other expense in the consolidated statements of operations.
The components of inventories are as follows:
As of December 31,
20192018
(in millions)
Materials and supplies (a)$75  $128  
Commodities130  114  
Total inventories$205  $242  
  As of December 31,
  2018 2017
  (in millions)
Materials and supplies (a) $128
 $134
Commodities 114
 78
  $242
 $212
____________________
____________________
(a)As of December 31, 2019 and 2018, the Company's materials and supplies inventories were net of valuation allowances of $2 million and $5 million, respectively.
(a)As of December 31, 2018 and 2017, the Company's materials and supplies inventories were net of valuation allowances of $5 million and $5 million, respectively.
Investment in affiliate.In December 2018, the Company completed the sale of its pressure pumping assets to ProPetro Holding Corp. ("ProPetro") in exchange for short-term receivablescash and 16.6 million shares of ProPetro's common stock, representing an ownership interest in ProPetro of approximately 16 percentpercent. Additionally, in October 2019, Phillip A. Gobe, a nonemployee member of the Company's board of directors, was appointed by the board of directors of ProPetro to serve as its Executive Chairman. Mark S. Berg, the Company's Executive Vice President, Corporate Operations, continues to serve as a member of December 31, 2018. Additionally, the Company is entitledProPetro board of directors under the Company's right to designate a director and an independent director to ProPetro'sthe board of directors.directors of ProPetro so long as the Company owns 5 percent or more of ProPetro's outstanding common stock. Based on itsthe Company's ownership in ProPetro and representation on the ProPetro board of directors, the Company has determined it has the abilityProPetro is considered an affiliate and deemed to exercise significant influence over the operating and financial policies of ProPetro.be a related party. The Company uses the fair value option to account for its equity method investment in ProPetro.ProPetro with any changes in fair value recorded in interest and other income in the consolidated statements of operations. The carrying value of the Company's short-term receivables and investment in ProPetro are classified as accounts receivable – due from affiliates andis included in investment in affiliate respectively, in the consolidated balance sheets. See Note 4 and Note 1112 for additional information.
Oil and gas properties. The Company utilizes the successful efforts method of accounting for its oil and gas properties. Under this method, all costs associated with productive wells and nonproductive development wells are capitalized while nonproductive exploration costs and geological and geophysical expenditures are expensed. The Company capitalizes interest on expenditures for significant development projects, generally when the underlying project is sanctioned, until such projects are ready for their intended use.
The Company does not carry the costs of drilling an exploratory well as an asset in its consolidated balance sheets following the completion of drilling unless both of the following conditions are met: (i) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (ii) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Due to the capital-intensive nature and the geographical location of certain projects, it may take an extended period of time to evaluate the future potential of an exploration project and the economics associated with making a determination on its commercial viability. In these instances, the project's feasibility is not contingent upon price improvements or advances in technology, but

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


rather the Company's ongoing efforts and expenditures related to accurately predicting the hydrocarbon recoverability based on well information, gaining access to other companies' production data in the area, transportation or processing facilities and/or getting partner approval to drill additional appraisal wells. These activities are ongoing and are being pursued constantly. Consequently, the Company's assessment of suspended exploratory well costs is continuous until a decision can be made that the project has found sufficient proved reserves to sanction the project or is noncommercial and is charged to exploration and abandonments expense. See Note 6 for additional information.
TheAs of December 31, 2019, the Company owns interests in 11 gas processing plants, and two treating facilities. The Company isincluding the operator of the two treating facilities and none of the gas processing plants. Two of the gas processing facilities are under construction and one of the treating facilities is not currently being used.related gathering systems. The Company's ownership interests in the gas processing plants and treating facilities are primarily to accommodate handling the Company's gas production and thus are considered a component of the capital and operating costs of the respective fields that they service. ToThe operators of the extent that there is excess capacity at a plant or treating facility,plants process the Company attempts to processCompany's and third-party gas volumes for a fee to keep the plant or treating facility at capacity. Allfee. The Company's share of revenues and expenses derived from third-party gas volumes processed through the plants and treating facilities are reported as components of oil and gas production costs. Third-party revenuesRevenues generated from the processing plants and treating facilities for the years ended December 31, 2019, 2018 and 2017 and 2016 were $90 million, $78 million and $60 million, and $41 million, respectively. Third-party expensesExpenses attributable to the processing plants and treating facilities for the same respective periods were $43 million, $36 million $26 million and $24$26 million. The capitalized costs of the plants and treating facilities are included in proved oil and gas properties and are depleted using the unit-of-production method along with the other capitalized costs of the field that they service.
The capitalized costs of proved properties are depleted using the unit-of-production method based on proved reserves. Costs of significant nonproducing properties, wells in the process of being drilled and development projects are excluded from depletion until the related project is completed and proved reserves are established or, if unsuccessful, impairment is determined.recognized.
Proceeds from the sales of individual properties and the capitalized costs of individual properties sold or abandoned are credited and charged, respectively, to accumulated depletion, depreciation and amortization, if doing so does not materially impact the depletion rate of an amortization base. Generally, no gain or loss is recorded until an entire amortization base is sold. However, gain or loss is recorded from the sale of less than an entire amortization base if the disposition is significant enough to materially impact the depletion rate of the remaining properties in the amortization base.
The Company performs assessments of its long-lived assets to be held and used, including proved oil and gas properties accounted for under the successful efforts method of accounting, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected future cash flows, including vertical integrated services that are used in the development of the assets, is less than the carrying amount of the assets, including the carrying value of vertical integrated services assets. In these circumstances, the Company recognizes an impairment charge for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Impairment charges for proved oil and gas properties are recorded in impairment of oil and gas properties in the consolidated statements of operations. See Note 4 for additional information.
Unproved oil and gas properties are periodically assessed for impairment on a project-by-project basis. These impairment assessments are affected by the results of exploration activities, commodity price outlooks, planned future sales or expirationsexpiration of all or a portion of such projects. If the estimated future net cash flows attributable to such projects are not expected to be sufficient to fully recover the costs invested in each project, the Company will recognize an impairment charge at that time. Impairment charges for unproved oil and gas properties are recorded in exploration and abandonments in the consolidated statements of operations.
Goodwill. Goodwill is assessed for impairment whenever it is likely that events or circumstances indicate the carrying value of a reporting unit exceeds its fair value, but no less often than annually. An impairment charge is recorded for the amount by which the carrying amount exceeds the fair value of a reporting unit in the period it is determined to be impaired.
In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Simplifying the Test of Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 simplifies the quantitative goodwill impairment test by eliminating the requirement to calculate the implied fair value of goodwill (step 2 of the previous goodwill impairment test). Instead, a company would record an impairment charge based on the excess of a reporting unit's carrying value over its fair value (as measured in step 1 of the previous goodwill impairment test). ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In July 2018, the Company elected to early adopt this update. The adoption of ASU 2017-04 had no impact on the Company's consolidated financial statements.
The Company performed its annual qualitative assessment of goodwill during the third quarter of 20182019 to determine whether it was more likely than not that the fair value of the Company's reporting unit was less than its carrying amount. Based on the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


results of the assessment, the Company determined it was not likely that the carrying value of the Company's reporting unit exceeded its fair value.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Other property and equipment, net. Other property and equipment is recorded at cost. The net carrying values of other property and equipment, net of accumulated depreciation of $382 million and $854 million as of December 31, 2019 and 2018, respectively, are as follows:
As of December 31,
20192018
(in millions) 
Land and buildings (a)$877  $380  
Water infrastructure (b)404  343  
Construction-in-progress and capitalized interest (c)152  311  
Information technology120  143  
Transport and field equipment (d)35  50  
Furniture and fixtures28  15  
Proved and unproved sand properties (e)16  36  
Leasehold improvements—  13  
Total other property and equipment, net$1,632  $1,291  
 As of December 31,
 2018 (a) 2017 (a)
 (in millions)
Land and buildings (b)$380
 $469
Proved and unproved sand properties (c)36
 468
Water infrastructure (d)343
 319
Transport and field equipment (b)(e)50
 152
Information technology143
 140
Leasehold improvements13
 20
Furniture and fixtures15
 19
Construction in progress and capitalized interest (f)311
 175
 $1,291
 $1,762
____________________
____________________
(a)Includes land, buildings, any related improvements to land and buildings, and a finance lease entered into by the Company for its new corporate headquarters in Irving, Texas. See Note 10 for additional information.
(a)At December 31, 2018 and 2017, other property and equipment was net of accumulated depreciation of $854 million and $937 million, respectively.
(b)The decrease from December 31, 2017 is primarily due to the Company's sale of its pressure pumping assets on December 31, 2018.
(c)
Includes sand mines, facilities and unproved leaseholds that primarily provide the Company with proppant for use in the fracture stimulation of oil and gas wells. The decrease from December 31, 2017 is primarily due to the Company's plan to close its sand mine located in Brady, Texas. Other property and equipment associated with the Brady, Texas sand mine was subject to accelerated depreciation to reduce such property and equipment to its net realizable value by its expected closure in May 2019. The accelerated depreciation associated with the planned closure is recorded to other expense in the consolidated statements of operations. See Note 3 for additional information.
(d)Includes pipeline infrastructure costs and water supply wells.
(e)Includes vehicles and well servicing equipment, including pulling units, fracture stimulation tanks, water transport trucks, hot oilers, construction equipment and fishing tools that provide well services on Company-operated properties.
(f)
Includes capitalized costs and capitalized interest on other property and equipment not yet placed in service as of December 31, 2018 and 2017. Construction in progress, including related capitalized interest, associated with the Company's new corporate headquarters was $217 million and $57 million as of December 31, 2018 and 2017, respectively. See Note 10 for additional information.
(b)Includes costs for pipeline infrastructure and water supply wells.
(c)Includes capitalized costs and capitalized interest on other property and equipment not yet placed in service.
(d)Includes vehicles and well servicing equipment, including pulling units, fracture stimulation tanks, water transport trucks, hot oilers, construction equipment and fishing tools, that are used on Company-operated properties.
(e)Includes sand mines, facilities and unproved leaseholds that primarily provide the Company with proppant for use in the fracture stimulation of oil and gas wells.
Other property and equipment is depreciated over its estimated useful life on a straight-line basis. Buildings are generally depreciated over 20 to 39 years. Equipment, vehicles, furniture and fixtures and information technology assets are generally depreciated over twothree to 1510 years. Water infrastructure is generally depreciated over tenthree to 50 years. Leasehold improvements are amortized over the lesser of their estimated useful lives or the underlying terms of the associated leases.
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recorded is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value. The estimated fair value is determined using either a discounted future cash flow model or another appropriate fair value method.
Leases. The Company enters into leases for drilling rigs, storage tanks, equipment and buildings and recognizes lease expense on a straight-line basis over the lease term. Lease right-of-use assets and liabilities are initially recorded on the lease commencement date based on the present value of lease payments over the lease term. As most of the Company's lease contracts do not provide an implicit discount rate, the Company uses its incremental borrowing rate, which is determined based on information available at the commencement date of a lease. Leases may include renewal, purchase or termination options that can extend or shorten the term of the lease. The exercise of those options is at the Company’s sole discretion and is evaluated at inception and throughout the contract to determine if a modification of the lease term is required. Leases with an initial term of 12 months or less are not recorded as a lease right-of-use asset and liability. See Note 10 for additional information.
Asset retirement obligations. The Company records a liability for the fair value of an asset retirement obligation in the period in which the associated asset is acquired or placed into service, if a reasonable estimate of fair value can be made. Asset retirement obligations are generally capitalized as part of the carrying value of the long-lived asset to which it relates. Conditional asset retirement obligations meet the definition of liabilities and are recorded when incurred and when fair value can be reasonably estimated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


The Company recordsincludes the current and noncurrent portions of asset retirement obligations in other current liabilities and other liabilities, respectively, in the consolidated balance sheets and expenditures are classifiedincluded as cash used in operating activities in the consolidated statements of cash flows. See Note 9 for additional information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Treasury stock. Treasury stock purchases are recorded at cost. Upon reissuance, the cost of treasury shares held is reduced by the average purchase price per share of the aggregate treasury shares held.
Issuance of common stock. InRevenue recognition. On January and June of 2016,1, 2018, the Company issued 13.8 million and 6.0 million sharesadopted Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers," ("ASC 606") using the modified retrospective transition method. The adoption did not require an adjustment to retained earnings as there was no material change to the timing or pattern of its common stock, respectively, and realized cash proceedsrevenue recognition due to the adoption of $1.6 billion and $937 million, respectively, net of associated underwriting and offering expenses.
Revenue recognition.ASC 606. The Company recognizes revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entityCompany expects to be entitled in exchange for those goods or services.
Oil sales. Sales under the Company's oil contracts are generally considered performed when the Company sells oil production at the wellhead and receives an agreed-upon index price, net of any price differentials. The Company adopted ASU No. 2014-09, Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers" ("ASC 606"), which supersedesrecognizes the sales revenue recognition requirements in ASC 605, "Revenue Recognition" ("ASC 605"), on January 1, 2018 usingwhen (i) control/custody transfers to the modified retrospective transition method. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjustedpurchaser at the wellhead and continue to be reported in accordance with historic accounting under ASC 605. The Company completed a detailed review of its revenue contracts in 2017, which represented all of(ii) the Company's revenue streams including oil, net price is fixed and determinable.

NGL and gas sales. Under the majority of the Company’s gas processing contracts, gas is delivered to a midstream processing entity and salesthe Company elects to take residue gas and NGLs in-kind at the tailgate. The Company recognizes revenue when the products are delivered (custody transfer) to the ultimate third-party purchaser at a contractually agreed-upon delivery point at a specified index price.
Sales of purchased oil and gas, in order to adopt the new standard beginning on January 1, 2018. The Company did not record a change to its opening retained earnings as of January 1, 2018 as there was no material change to the timing or pattern of revenue recognition due to the adoption of ASC 606.
Prior to the adoption of ASC 606 on January 1, 2018, the Company recognized revenue when it was realized or realizable and earned. Revenues were considered realized or realizable and earned when: (i) persuasive evidence of an arrangement existed, (ii) delivery occurred or services had been rendered, (iii) the seller's price to the buyer was fixed or determinable and (iv) collectability was reasonably assured.
The adoption of ASC 606 as of January 1, 2018 impacted the Company's results of operations as follows:
 Year Ended December 31, 2018
 As Reported ASC 605
(Without Adoption of ASC 606)
 Effect of Change
 (in millions)
Revenues and other income:     
Oil and gas$4,991
 $4,784
 $207
Costs and expenses:     
Oil and gas production$855
 $648
 $207
Changes in oil and gas revenues and oil and gas production costs (specifically gathering, processing and transportation costs) are due to the conclusion under the control model in ASC 606 that the third-party processor or transporter is only providing gas processing or transportation services and that the Company remains the principal owner of the commodity until sold to the ultimate purchaser. This is a change from ASC 605 where the Company historically recorded gas processing fees as a reduction of revenue recognized by the Company, as these fees were considered necessary to separate the wet gas stream into its sellable components (i.e., dry gas and individual NGL components). Under ASC 605, third-party processing and transportation companies were determined to have control of the commodities being processed and transported. As a result of adopting ASC 606, the Company has modified its presentation of revenues and expenses for these arrangements. Revenues related to these agreements are now presented on a gross basis for amounts expected to be received from third-party purchasers through the marketing process. Gathering, processing and transportation expenses related to these agreements, incurred prior to the transfer of control to the purchaser, are now presented as oil and gas production costs. See Note 13 for additional information.
gas. The Company enters into purchase transactions with third parties and separate sale transactions with third parties to diversify a portion of the Company's West Texas Intermediate oil ("WTI") and gas sales to a Gulf Coast orrefineries and LNG facilities, international export market pricemarkets and to satisfy unused gas pipeline capacity commitments. Revenues and expenses from these transactions are presented on a gross basis as the Company acts as a principal in the transaction by assuming both the risk and rewards of ownership, including credit risk, of the commodities purchased and assuming the responsibility to deliver the commodities sold. Transportation costs associated with purchases and

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December 31, 2018, 2017 and 2016


sales of third-party oil and gasthese transactions are presented on a net basis in purchased oil and gas expense. Firm transportation payments on excess pipeline capacity are recorded as other expense in the consolidated statements of operations.
See Note 1514 and Note 16 for additional information.
Derivatives. All of the Company's derivatives are accounted for as non-hedge derivatives and are recorded at estimated fair value in the consolidated balance sheets. All changes in the fair values of its derivative contracts are recorded as gains or losses in the earnings of the periods in which they occur. The Company enters into derivatives under master netting arrangements, which, in an event of default, allows the Company to offset payables to and receivables from the defaulting counterparty. The Company classifies the fair value amounts of derivative assets and liabilities executed under master netting arrangements as net current or noncurrent derivative assets or net current or noncurrent derivative liabilities, whichever the case may be, by commodity and counterparty.
Net derivative asset values are determined, in part, by utilization of the derivative counterparties' credit-adjusted risk-free rate curves and net derivative liabilities are determined, in part, by utilization of the Company's credit-adjusted risk-free rate curve. The credit-adjusted risk-free rate curves for the Company and the counterparties are based on their independent market-quoted credit default swap rate curves plus the United States Treasury Bill yield curve as of the valuation date.
The Company's credit risk related to derivatives is a counterparty's failure to perform under derivative contracts owed to the Company. The Company uses credit and other financial criteria to evaluate the credit standing of, and to select, counterparties to its derivative instruments. Although the Company does not obtain collateral or otherwise secure the fair value of its derivative instruments, associated credit risk is mitigated by the Company's credit risk policies and procedures.
The Company has entered into International Swap Dealers Association Master Agreements ("ISDA Agreements") with each of its derivative counterparties. The terms of the ISDA Agreements provide the Company and the counterparties with rights of set off upon the occurrence of defined acts of default by either the Company or a counterparty to a derivative, whereby the party not in default may set off all derivative liabilities owed to the defaulting party against all derivative asset receivables from the defaulting party. See Note 5 for additional information.
Income taxes. The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and net operating loss and tax credit carryforwards. The amount of deferred taxes on these temporary differences is determined using
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December 31, 2019, 2018 and 2017
the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date.
The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50 percent) that some portion or all of the deferred tax assets will not be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. If all or a portion of the unrecognized tax benefit is sustained upon examination by the taxing authorities, the tax benefit will be recognized as a reduction to the Company's deferred tax liability and will affect the Company's effective tax rate in the period it is recognized. See Note 1617 for additional information.
The Company records any tax-related interest charges as interest expense and any tax-related penalties as other expense in the consolidated statements of operations.
Stock-based compensation. Stock-based compensation expense for restricted stock, restricted stock units and performance units expected to be settled in the Company's common stock ("Equity Awards") is measured at the grant date or modification date, as applicable, using the fair value of the award, and is recorded, net of estimated forfeitures, on a straight line basis over the vestingrequisite service period of the respective award. The fair value of Equity Awards, except performance unit awards, is determined on the grant date or modification date, as applicable, using the prior day's closing stock price. The fair value of performance unit awards is determined using the Monte Carlo simulation model.

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December 31, 2018, 2017 and 2016


Equity Awards are net settled by withholding shares of the Company's common stock to satisfy income tax withholding payments due upon vesting. Remaining vested shares are remitted to individual employee brokerage accounts. Shares to be delivered upon vesting of Equity Awards are made available from authorized, but unissued shares or shares held as treasury stock.
Restricted stock awards expected to be settled in cash on their vesting dates, rather than in common stock ("Liability Awards"), are classified asincluded in accounts payable – due to affiliates onin the consolidated balance sheets. The fair value of Liability Awards is determined on the grant date is determined using the prior day's closing stock price. The Company recognizes the value of Liability Awards on a straight line basis over the requisite service period of the award. Liability Awards are marked to fair value as of each balance sheet date using the closing stock price on the balance sheet date. Changes in the fair value of Liability Awards are recorded as increases or decreases to stock-based compensation expense.
Equity Awards and Liability awards participate in dividends during vesting periods and generally vest over three years.
Segments. Based upon how the Company is organized and managed, the Company has one1 reportable operating segment, which is oil and gas development, exploration and production. The Company considers its vertical integration services as ancillary to its oil and gas development, exploration and producing activities and manages these services to support such activities. In addition, the Company has a single, company-wide management team that allocates capital resources to maximize profitability and measures financial performance as a single enterprise.
NewAdoption of new accounting pronouncements. standards. In February 2016, the FASBFinancial Accounting Standards Board ("FASB") issued ASUAccounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" ("ASC 842")., which supersedes the lease recognition requirements in ASC 842840, "Leases" ("ASC 840"), and requires lessees to recognize lease assets and lease liabilities for those leases currentlypreviously classified as operating leases and makes certain changes to the accounting for lease expenses. This standard will be effective for theleases. The Company for interim periods beginningadopted ASC 842 as of January 1, 2019. ASC 842 should be applied2019 using athe modified retrospective approach.transition method. The Company will electelected to apply the transition guidance under ASU 2018-11, "Leases (Topic 842) Targeted Improvements," in which ASC 842 is applied at the adoption date, while the comparative periods will continue to be reported in accordance with historic accounting under ASC 840, "Leases."840. This standard does not apply to leases to explore for or use minerals, oil or gas resources, including the right to explore for those natural resources and rights to use the land in which those natural resources are contained.
Based on its current commitments,ASC 842 allowed for the Company will be required to recognize lease assets and liabilities related to drilling rig commitments, certain equipment rentals and leases, certain surface use agreements and potentially other arrangements. The Company plans to applyelection of certain practical expedients provided in ASC 842 that, among other things, allow entitiesat adoption to not reassess contracts that commencedease the burden of implementation. At implementation, the Company elected to (i) maintain the historical lease classification for leases prior to January 1, 2019, (ii) maintain the historical accounting treatment for land easements that existed at adoption, (iii) use historical practices in assessing
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December 31, 2019, 2018 and to2017
the lease term of existing contracts at adoption, (iv) combine lease and non-lease components of a contract as a single lease and (v) not recognize right of use assets and lease liabilities related torecord short-term leases. leases in the consolidated balance sheet, all in accordance with ASC 842.
The adoption of ASC 842 willdid not have a material impact on the Company's consolidated balance sheets, but will not have an impact on the consolidated statements of operations orand had no impact on the consolidated statements ofCompany's cash flows. The Company did not record a change to its opening retained earnings as of January 1, 2019, as there was no material change to the timing or pattern of recognition of lease costs due to the adoption of ASC 842.
New accounting pronouncements. In preparationJune 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowances for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Entities will use the modified retrospective approach to apply the standard's provisions and record a cumulative-effect adjustment to retained earnings for additional receivable loss allowances, if any, as of the beginning of the first reporting period in which the guidance is adopted. While the Company continues to prepare for the adoption of the standard,ASU 2016-13 on January 1, 2020, the Company has developed internal controls applicable to the process used to determinedoes not expect that it will have a material impact on its consolidated financial information required to be recognized and disclosed.statements.
Upon adoption of ASC 842, the Company will recognize lease assets and lease liabilities in the range of $300 million to $350 million each, as of January 1, 2019. The Company will also derecognize $217 million of other property and equipment and $219 million of build-to-suit lease liability costs associated with the construction of the Company's new corporate headquarters as this contract will no longer qualify for capitalization. The contract for the Company's new corporate headquarters will be evaluated under ASC 842 upon lease commencement, which is expected to occur during the second half of 2019.
NOTE 3. Acquisitions, Divestitures, Decommissioning and DecommissioningRestructuring Activities
Acquisitions. During 2019, 2018 2017 and 2016,2017, the Company spent a total of $28 million, $65 million $136 million and $446$136 million, respectively, to acquire primarily undeveloped acreage for future exploitation and exploration activities in the Spraberry/Wolfcamp field of the Permian Basin.
As part of the the 2016 acquisitions,Divestitures. The Company's significant divestitures are as follows:
In December 2019, the Company acquiredcompleted the sale of certain vertical and horizontal wells and approximately 28,000 net4,500 undeveloped acres in Glasscock County of the Permian Basin with net production of approximately 1,400 barrels of oil equivalent per day ("BOEPD"), fromto an unaffiliated third party for $428net cash proceeds of $64 million. The acquisition was accountedCompany recorded a gain of $10 million associated with the sale.
In July 2019, the Company completed the sale of certain vertical wells and approximately 1,400 undeveloped acres in Martin County of the Permian Basin to an unaffiliated third party for net cash proceeds of $27 million. The Company recorded a gain of $26 million associated with the sale.
In June 2019, the Company completed the sale of certain vertical wells and approximately 1,900 undeveloped acres in Martin County of the Permian Basin to an unaffiliated third party for net cash proceeds of $38 million. The Company recorded a gain of $31 million associated with the sale.
In May 2019, the Company completed the South Texas Divestiture to an unaffiliated third party in exchange for total consideration having an estimated fair value of $210 million. The fair value of the consideration included (i) net cash proceeds of $2 million, (ii) $136 million in contingent consideration and (iii) a $72 million receivable associated with estimated deficiency fees to be paid by the buyer. Of the total consideration, $208 million is considered a noncash investing activity for the year December 31, 2019. The Company recorded a loss of $525 million and recognized employee-related charges of $19 million associated with the sale.
Contingent Consideration. Per the terms of the purchase and sale agreement, the Company is entitled to receive contingent consideration of up to $450 million based on future annual oil and NGL prices during each of the years from 2020 to 2024. The Company determined the fair value of the contingent consideration as of the date of the sale to be $136 million using an option pricing model. The contingent consideration is included in noncurrent other assets in the consolidated balance sheets. The Company revalues the contingent consideration each reporting period and records the resulting valuation changes in interest and other income in the consolidated statements of operations. See Note 4, Note 5and Note 15 for additional information.
Deficiency Fee Obligation. The Company transferred its long-term midstream agreements and associated minimum volume commitments ("MVC") to the buyer. However, the Company retained the obligation to pay 100 percent of any deficiency fees associated with the MVC from January 2019 through July 2022. The Company determined the fair value of the deficiency fee obligation as of the date of the sale to be $348 million using a business combination.

probability weighted present value model. The deficiency fee obligation is included in current or noncurrent
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December 31, 2019, 2018 2017 and 2016

2017

liabilities in the consolidated balance sheets based on the forecasted timing of payments. See Note 4 for additional information.
Deficiency Fee Receivable. The allocationbuyer is required to reimburse the Company for up to 20 percent of the acquisition price todeficiency fees paid under the assets acquired andtransferred midstream agreements from January 2019 through July 2022. Such reimbursement will be paid by the liabilities assumed based on their fair value at the acquisition date (in millions) is as follows:
Assets acquired: 
Proved properties$79
Unproved properties347
Other property and equipment5
Liabilities assumed: 
Asset retirement obligations(2)
Other liabilities(1)
Net assets acquired$428
The fair value measurements of the net assets acquiredbuyer in 2016 are based on inputs that are not observableinstallments beginning in the market and, therefore, represent Level 3 inputs in the fair value hierarchy (see Note 4 for additional information).2023 through 2025. The Company calculateddetermined the fair value of the acquired proved properties and asset retirement obligationsdeficiency fee receivable as of the date of the sale to be $72 million using a discountedcredit risk-adjusted valuation model. The deficiency fee receivable is included in noncurrent other assets in the consolidated balance sheets. See Note 4 and Note 11 for additional information.
Restricted Cash. As of the date of the sale, the Company deposited $75 million into an escrow account to be used to fund future cash flow modeldeficiency fee payments. Beginning in 2021, the required escrow balance will decline to $50 million and, to the extent that utilizes management's estimatesthere is any remaining balance after the payment of (i) proved reserves, (ii) forecasted production rates, (iii) future operating, developmentdeficiency fees, the balance will become unrestricted and pluggingrevert to the Company on March 31, 2023.
In December 2018, the Company completed the sale of its pressure pumping assets to ProPetro in exchange for total consideration of $282 million, comprised of 16.6 million shares of ProPetro's common stock, which was delivered as of the date of the sale and abandonment costs, (iv) future commodity prices and (v)had a discount rate of ten percent for proved properties and seven percent for asset retirement obligations. The Company calculated the fair value of $172 million, and $110 million in cash, which was received during the acquired unproved properties based onfirst quarter of 2019. During 2018, the average price per acre in comparable market transactions. The operating results attributable to the acquired assetsCompany recorded a gain of $30 million, employee-related charges of $19 million, contract termination charges of $13 million and liabilities assumed are included in the Company's consolidated statementsother divestiture-related charges of operations since the date of acquisition. In connection$6 million associated with the acquisition,sale. During 2019, the Company incurred acquisition related costs (primarily consulting, advisoryreduced the gain associated with the sale by $10 million and legal fees)recorded additional employee-related charges of $1 million. See Note 12 for additional information.
Divestitures.
The Company's significant divestitures are as follows:
In December 2018, the Company completed the sale of its pressure pumping assets to ProPetro in exchange for total consideration of $282 million, comprised of $110 million of short-term receivables to be paid by ProPetro during the first quarter of 2019 and 16.6 million shares of ProPetro's common stock that had a fair value of $172 million. The total consideration is a noncash investing activity as of December 31, 2018. The Company recorded a gain of $30 million, employee-related charges of $19 million, contract termination charges of $13 million and other divestiture-related charges of $6 million associated with the sale. Additionally, the Company reduced the carrying value of goodwill by $3 million, reflecting the portion of the Company's goodwill related to the assets sold. See Note 2 and Note 11 for additional information.
In December 2018, the Company completed the sale of approximately 2,900 net acres in the Sinor Nest (Lower Wilcox) oil field in South Texas to an unaffiliated third party for net cash proceeds of $105 million, after normal closing adjustments. Themillion. During 2018, the Company recorded a gain of $54 million associated with the sale. Additionally, the Company reduced the carrying value of goodwill by $1 million, reflecting the portion of the Company's goodwill related to the assets sold.
In August 2018, the Company completed the sale of its assets in the West Panhandle gas and liquids field to an unaffiliated third party for net cash proceeds of $170 million, after normal closing adjustments. The assets sold represent all ofmillion. During 2018, the Company's interests in the field, including all of its producing wells and the associated infrastructure. The Company recorded a gain of $127 million and employee-related charges of $7 million associated with the sale. Additionally, the Company reduced the carrying value of goodwill by $1 million, reflecting the portion of the Company's goodwill related to the assets sold.
In July 2018, the Company completed the sale of its gas field assets in the Raton Basin to an unaffiliated third party for net cash proceeds of $54 million, after normal closing adjustments.million. The Company recorded a noncash impairment charge of $77 million in June 2018 to reduce the carrying value of its Raton Basin assets to their estimated fair value less costs to sell as the assets were considered held for sale. TheDuring 2018, the Company recorded a gain of $2 million, associated with this divestiture. The Company also recorded other divestiture-related charges of $117 million, including $111 million of deficiency charges related to certain firm transportation contracts retained by the Company and employee-related charges of $6 million. Additionally,million associated with the Company reduced the carrying value of goodwill by $1 million, reflecting the portion of the Company's goodwill related to the assets sold.sale.

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December 31, 2018, 2017 and 2016


In April 2018, the Company completed the sale of approximately 10,200 net acres in the West Eagle Ford Shale gas and liquids field to an unaffiliated third party for net cash proceeds of $100 million, after normal closing adjustments. Themillion. During 2018, the Company recorded a gain of $75 million associated with the sale. Additionally, the Company reduced the carrying value of goodwill by $1 million, reflecting the portion of the Company's goodwill related to the assets sold.
In April 2017, the Company completed the sale of approximately 20,500 acres in the Martin County region of the Permian Basin with net production of approximately1,500 BOEPD, to an unaffiliated third party for net cash proceeds of $264 million. The sale resulted inDuring 2017, the Company recorded a gain of $194 million. In conjunctionmillion associated with the divestiture, the Company reduced the carrying value of goodwill by $2 million, reflecting the portion of the Company's goodwill related to the assets sold.sale.
Other. During 2019, 2018 2017 and 2016,2017, the Company sold other proved and unproved properties, inventory and other property and equipment and recorded a net loss of $9 million, and net gains of $1 million $14 million and $2$14 million, respectively. The net gain of $14 million for 2017 is primarily related to the sale of nonstrategic proved and unproved properties in the Permian Basin for cash proceeds of $77 million.
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December 31, 2019, 2018 and 2017
Decommissioning activities. Decommissioning. In November 2018, the Company announced plans to close its sand mine located in Brady, Texas and transition its proppant supply requirements to West Texas sand sources. During 2018, the Company recorded $443 million of accelerated depreciation and $7 million of employee-related charges associated with the pending shutdown. During 2019, the Company recorded $23 million of accelerated depreciation, $13 million of inventory and other property and equipment impairment charges and $12 million of sand mine closure-related costs.
Divestiture-relatedRestructuring. During 2019, the Company implemented a corporate restructuring program to align its cost structure with the needs of a Permian Basin-focused company, which resulted in an approximately 25 percent employee reduction. The restructuring occurred in three phases (collectively, the "Corporate Restructuring Program") as follows:
In March 2019, the Company made certain changes to its leadership and decommissioning-related charges. Divestiture-related charges, includingorganizational structure, which included the early retirement and departure of certain officers of the Company.
In April 2019, the Company adopted a voluntary separation program ("VSP") for certain eligible employees, and
In May 2019, the Company implemented an involuntary separation program ("ISP").
During 2019, the Company recorded $159 million of employee-related charges contract termination chargesassociated with the Corporate Restructuring Program, including $26 million of noncash stock-based compensation expense related to the accelerated vesting of certain equity awards. See Note 8 and otherNote 16 for additional information.
Employee-related costs resulting from the Company's divestitures, are primarily recorded asin other expense in the statements of operations and as other noncash operating activities in the consolidated statements of cash flows.operations. Obligations associated with employee-related charges are classified asincluded in accounts payable - due to affiliates in the consolidated balance sheets. Obligations associated with contract termination charges
The changes in employee-related obligations are classified as other current or noncurrent liabilities in the consolidated balance sheets.
Divestiture-related and decommissioning-related obligations activity is as follows:
Year Ended December 31,
20192018
(in millions)
Beginning employee-related obligations$27  $—  
Additions (a)155  39  
Cash payments(176) (12) 
Ending employee-related obligations$ $27  
 Year Ended December 31, 2018
 (in millions)
Employee-related charges: 
Beginning employee-related obligations$
Additions39
Cash payments(12)
Ending employee-related obligations27
  
Contract termination charges: 
Beginning contract termination obligations
Additions124
Cash payments(13)
Ending contract termination obligations (a)111
Total divestiture-related and decommissioning-related obligations$138
____________________
______________________
(a)Includes $98(a)Additions for the year ended December 31, 2019 primarily include $133 million of deficiency charges related to certain firm transportation contracts associated with the divestiture of the Company's gas field assets in the Raton Basin. These obligations were retained by the Company and are expected to be paid as follows: $42 million in 2019, $44 million in 2020 and $12 million in 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
charges related to the Corporate Restructuring Program and $19 million of charges related primarily to the South Texas Divestiture. For the year ended December 31, 2018, 2017 and 2016additions primarily relate to the 2018 divestitures.


NOTE 4. Fair Value Measurements
The Company determines fair value based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company's own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.
The three input levels of the fair value hierarchy are as follows:
Level 1 – quoted prices for identical assets or liabilities in active markets.
Level 2 – quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means.
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December 31, 2019, 2018 and 2017
Level 3 – unobservable inputs for the asset or liability, typically reflecting management's estimate of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including discounted cash flow models.
Assets and liabilities measured at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows:
As of December 31, 2019
 Fair Value Measurements
 Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
 (in millions)
Assets:
Commodity derivatives$—  $32  $—  $32  
Deferred compensation plan assets85  —  —  85  
Investment in affiliate187  —  —  187  
Contingent consideration—  91  —  91  
Total assets272  123  —  395  
Liabilities:
Commodity derivatives—  20  —  20  
Total recurring fair value measurements$272  $103  $—  $375  
 Fair Value Measurements at December 31, 2018 Using  
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Fair Value as of December 31, 2018
 (in millions)
Assets:       
Commodity derivatives$
 $52
 $
 $52
Deferred compensation plan assets82
 
 
 82
Investment in affiliate
 172
 
 172
Total assets82
 224
 
 306
Liabilities:       
Commodity derivatives
 27
 
 27
Total liabilities
 27
 
 27
Total recurring fair value measurements$82
 $197
 $
 $279


As of December 31, 2018
 Fair Value Measurements
 Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
 (in millions)
Assets:
Commodity derivatives$—  $52  $—  $52  
Deferred compensation plan assets82  —  —  82  
Investment in affiliate—  172  —  172  
Total assets82  224  —  306  
Liabilities:
Commodity derivatives—  27  —  27  
Total recurring fair value measurements$82  $197  $—  $279  
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December 31, 2018, 2017 and 2016


 Fair Value Measurements at December 31, 2017 Using  
 Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 Significant Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Fair Value as of December 31, 2017
 (in millions)
Assets:       
Commodity derivatives$
 $11
 $
 $11
Deferred compensation plan assets95
 
 
 95
Total assets95
 11
 
 106
Liabilities:       
Commodity derivatives
 255
 
 255
Total liabilities
 255
 
 255
Total recurring fair value measurements$95
 $(244) $
 $(149)
Commodity price derivatives. The Company's commodity derivatives primarily represent oil, NGL and gas swap contracts, collar contracts, and collar contracts with short puts.puts and basis swap contracts. The asset and liability measurements for the Company's commodity derivative contracts are determined using Level 2 inputs. The Company utilizes discounted cash flow and option-pricing models for valuing its commodity price derivatives.
The asset and liability values attributable to the Company's commodity price derivatives usingwere determined based on inputs that include (i) the contracted notional volumes, (ii) independent active market price quotes, (iii) the applicable estimated credit-adjusted risk-free rate yield curve and (iv) the implied rate of volatility inherent in the collar contracts and collar contracts with short puts, which is based on active and independent market-quoted volatility factors.
Deferred compensation plan assets. The Company's deferred compensation plan assets include investments in equity and mutual fund securities that are actively traded on major exchanges. TheseThe fair value of these investments are measuredis determined using Level 1 inputs based on observable prices on major exchanges. The significant inputs to these asset exchange values represented Level 1 independent active exchange market price inputs.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Investment in affiliate. The Company elected the fair value option for measuring its equity method investment in ProPetro. The fair value of its investment in ProPetro is determined using Level 1 inputs based on observable prices on a major exchange. As of December 31, 2018, the fair value of the Company's investment in ProPetro was determined using Level 2 inputs, including the quoted market price for the stock as adjusted to reflect a value discount due to restrictions on the shares not being ableCompany's ability to be sold until mid-2019.sell the investment prior to July 1, 2019. See Note 1112 and Note 15 for additional information.
Contingent consideration. The Company has a right to receive contingent consideration in conjunction with the South Texas Divestiture of up to $450 million based on future oil and NGL prices during each of the years from 2020 to 2024. The fair value of the contingent consideration is determined using Level 2 inputs based on an option pricing model using quoted future commodity prices from active markets, implied volatility factors and counterparty credit risk assessments. See Note 3 and Note 5 for additional information.
Assets and liabilities measured at fair value on a nonrecurring basis. Assets Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis and are subject to fair value adjustments in certain circumstances. The Company assesses recoverability of the carrying amount of certain assets and liabilities whenever events or changes in circumstances indicate the carrying amount of an asset or liability may not be recoverable. These assets and liabilities can include inventories,inventory, proved and unproved oil and gas properties and other long-lived assets that are written down to fair value when they are impaired or held for sale.
Other assets. During the year ended December 31, 2019, the Company impaired the remaining $13 million of inventory and other property and equipment related to the decommissioning of the Company's Brady, Texas sand mine, as these assets had no remaining future economic value. In addition, the Company recognized a $16 million impairment charge related to pressure pumping assets that had no future benefit to the Company. See Note 16 for additional information.
South Texas Divestiture. The Company recorded a deficiency fee obligation and related deficiency fee receivable in conjunction with the South Texas Divestiture. The fair value of the deficiency fee obligation and deficiency fee receivable was determined using Level 3 inputs based on a probability-weighted forecast that considers historical results, market conditions and various development plans to arrive at the estimated present value of the deficiency payments and corresponding receipts. The present value of the future cash payments and expected cash receipts were determined using a 2.9 percent and 3.2 percent discount rate, respectively, based on the estimated timing of future payments and receipts and the Company's counterparty credit risk assessments. See Note 3 and Note 11 for additional information.
Proved oil and gas properties.As a result of the the Company's proved property impairment assessments, the Company recorded noncash impairment charges to reduce the carrying values of its Raton Basin gas field assets during the year ended December 31, 2017 and the West Panhandle gas and liquids field during the year ended December 31, 2016.2017. Impairment charges for proved oil and gas properties are recorded as impairment of oil and gas properties in the consolidated statements of operations.
The Company calculated the fair valuesvalue of the Raton Basin assets and West Panhandlegas field proved propertiesassets using a discounted cash flow model. Significant Level 3 assumptions associated withinputs used to calculate the calculation of discounted future cash flows included management's longer-term commodity price outlooks ("Management's Price Outlooks") and management's outlooks for (i) production, (ii) capital expenditures, (iii) production costs and (iv) estimated proved reserves and risk-adjusted probable reserves. Management's Price Outlooks are developed based on third-party longer-term commodity futures price outlooks as of each measurement date. The expected future net cash flows were discounted using an annual rate of ten10 percent to determine fair value.

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


The fair value and fair value adjustments for proved properties, as well as the average oil price per barrel ("Bbl") and gas price per British thermal unit ("MMBtu") utilized in the respective Management's Price Outlooks are as follows:
Fair
Value
Fair Value
Adjustment
Management's Price Outlooks
Oil  Gas  
(in millions) 
Raton BasinMarch 2017$186  $(285) $53.65  $3.00  
    
Fair
Value
 
Fair Value
Adjustment
 Management's Price Outlooks
    
 Oil Gas
    (in millions)    
Raton Basin March 2017 $186
 $(285) $53.65
 $3.00
West Panhandle March 2016 $33
 $(32) $49.77
 $3.24
Unproved oil and gas properties. During 2016, the Company recorded a noncash impairment charge of $32 million to write-off the carrying value of its unproved royalty acreage in Alaska as a result of the operator curtailing operations in the area and Management's Price Outlooks. The impairment charges for unproved oil and gas properties are recorded as exploration and abandonments in the consolidated statements of operations.
Sale of Raton Basin assets. In June 2018, the Company recognized impairment charges of $77 million to reduce the carrying value of its Raton Basin gas field assets to the agreed upon sales price for these assets, which were sold in July 2018. The impairment charges included $65 million attributable to proved oil and gas properties and $12 million of other property and equipment. These impairment charges are recorded as impairment of oil and gas properties in the consolidated statement of operations. The Company also recorded other divestiture-related charges of $111 million attributable to deficiency charges related to certain firm transportation contracts retained by the Company. The fair value of these contracts was determined using Level 2 inputs, including an annual discount rate of 4.4 percent, to discount the expected future cash flows. See Note 3 for additional information.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Financial instruments not carried at fair value. Carrying values and fair values of financial instruments that are not carried at fair value in the consolidated balance sheets are as follows:
 December 31, 2018 December 31, 2017 As of December 31, 2019As of December 31, 2018
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
 (in millions) (in millions)
Assets:        Assets:
Cash and cash equivalents:        Cash and cash equivalents:
Cash (a) $775
 775
 $846
 $846
Cash (a)$631  $631  $775  $775  
Time deposits (a) 50
 50
 50
 50
Time deposits (a)—  —  50  50  
Total $825
 $825
 $896
 $896
Total$631  $631  $825  $825  
Restricted cash (a)Restricted cash (a)$74  $74  $—  $—  
Short-term investments:        Short-term investments:
Commercial paper (b) $53
 53
 $124
 124
Commercial paper (b)$—  $—  $53  $53  
Corporate bonds (c) 290
 288
 642
 640
Corporate bonds (c)—  —  290  288  
Time deposits (b) 100
 100
 447
 447
Time deposits (b)—  —  100  100  
Total $443
 $441
 $1,213
 $1,211
Total$—  $—  $443  $441  
Long-term investments:        Long-term investments:
Corporate bonds (c) $125
 $125
 $66
 $66
Corporate bonds (c)$—  $—  $125  $125  
Total $125
 $125
 $66
 $66
        
Liabilities:        Liabilities:
Current portion of long-term debt (d) $
 $
 $449
 $457
Current portion of long-term debt (d)$450  $451  $—  $—  
Long-term debt (d) $2,284
 $2,374
 $2,283
 $2,479
Long-term debt (d)$1,839  $1,995  $2,284  $2,374  
______________________
(a)Fair value approximates carrying value due to the short-term nature of the instruments.
(b)Fair value is determined using Level 2 inputs.
(c)Fair value is determined using Level 1 inputs.
(d)Fair value is determined using Level 2 inputs. The Company's senior notes are quoted but not actively traded on major exchanges; therefore, fair value is based on periodic values as quoted on major exchanges.

(a)Fair value approximates carrying value due to the short-term nature of the instruments.
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Table of Contents(b)Fair value is determined using Level 2 inputs.
PIONEER NATURAL RESOURCES COMPANY(c)Fair value is determined using Level 1 inputs.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


(d)Fair value is determined using Level 2 inputs. The Company's senior notes are quoted but not actively traded on major exchanges; therefore, fair value is based on periodic values as quoted on major exchanges.
The Company has other financial instruments consisting primarily of receivables, payables and other current assets and liabilities that approximate fair value due to the nature of the instrument and their relatively short maturities. Non-financial assets and liabilities initially measured at fair value include assets acquired and liabilities assumed in a business combination, goodwill and asset retirement obligations.
NOTE 5. Derivative Financial Instruments
The Company primarily utilizes commodity swap contracts, option contracts, collar contracts, collar contracts with short puts and basis swap contracts to (i) reduce the effect of price volatility on the commodities the Company produces and sells or consumes, (ii) support the Company's annual capital budgeting and expenditure plans and (iii) reduce commodity price risk associated with certain capital projects. The Company also, from time to time, utilizes interest rate contracts to reduce the effect of interest rate volatility on the Company's indebtedness.
Periodically, the Company may pay a premium to enter into commodity contracts. Premiums paid, if any, have been nominal in relation to the value of the underlying asset in the contract. The Company recognizes the nominal premium payments as an increase to the value of the derivative assets when paid.
Oil production derivatives.The Company sells its oil production at the lease and the sales contracts governing such oil production are tied directly to, or are correlated with, New York Mercantile Exchange ("NYMEX") West Texas Intermediate ("WTI") oil prices. The Company also enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from itsthe Company's areas of production to the Gulf Coast. In order toproduction. To diversify the oil priceprices it receives, the Company (i) enters into oil purchase transactions with third parties in its areasand separate sale transactions with third parties for a portion of production that are consistent with the Company's oil prices that the Company receives at the lease, adjusted for transportation costssales to the point of purchase, (ii) transports the purchased oil using its pipeline capacity to the Gulf Coast and (iii) enters into third party sale transactions to sell the oil into the Gulf Coast refineryrefineries or international export markets at prices that are highly correlated with Brent oil prices. As a result, the Company will generally use Brent derivative contracts to manage future oil price volatility.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Volumes per day associated with outstanding oil derivative contracts as of December 31, 20182019 and the weighted average oil prices for those contracts are as follows:
2020Year Ending December 31, 2021
First
Quarter
Second QuarterThird QuarterFourth Quarter
Brent swap contracts:
Volume per day (Bbl)3,407  —  —  —  —  
Price per Bbl$60.86  $—  $—  $—  $—  
Brent collar contracts with short puts:
Volume per day (Bbl)145,500  135,500  115,500  115,500  7,000  
Price per Bbl:
Ceiling$68.46  $68.84  $69.78  $69.78  $65.37  
Floor$61.64  $61.76  $62.06  $62.06  $60.00  
Short put$53.45  $53.48  $53.56  $53.56  $52.00  
Brent call contracts sold:
Volume per day (Bbl) (a)—  —  —  —  13,000  
Price per Bbl:$—  $—  $—  $—  $72.10  
 2019
 
First
Quarter
 Second Quarter Third Quarter Fourth Quarter
Brent collar contracts with short puts:       
Volume per day (Bbl)15,000
 15,000
 15,000
 15,000
Price per Bbl:       
Ceiling$89.90
 $89.90
 $89.90
 $89.90
Floor$75.00
 $75.00
 $75.00
 $75.00
Short put$65.00
 $65.00
 $65.00
 $65.00
______________________
(a)The referenced call contracts were sold in exchange for higher ceiling prices on certain 2020 collar contracts with short puts.
NGL production derivatives. All material physical sales contracts governing the Company's NGL production are tied directly or indirectly to Mont Belvieu, Texas NGL component product prices. The Company uses derivative contracts to manage the NGL component product price volatility. As of December 31, 20182019 the Company did not have any NGL derivative contracts outstanding.
Gas production derivatives. All material physical sales contracts governing the Company's gas production are tied directly or indirectly to NYMEX Henry Hub ("HH") gas prices or regional index prices where the gas is sold. The Company uses derivative contracts to manage gas price volatility and basis swap contracts to reduce basis risk between HH prices and actual index prices at which the gas is sold.

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Volumes per day associated with outstanding gas derivative contracts as of December 31, 20182019 and the weighted average gas prices for those contracts are as follows:
2020
First
Quarter
Second QuarterThird QuarterFourth Quarter
Swap contracts:
Volume per day (MMBtu) (a)—  30,000  30,000  10,109  
Price per MMBtu$—  $2.41  $2.41  $2.41  
Basis swap contracts:
Permian Basin index swap volume per day (MMBtu) (a) (b)—  30,000  30,000  10,109  
Price differential ($/MMBtu)$—  $(1.68) $(1.68) $(1.68) 
 2019
 First
Quarter
 Second Quarter Third Quarter Fourth Quarter
Swap contracts:       
Volume per day (MMBtu)102,622
 50,000
 50,000
 16,848
Price per MMBtu$3.39
 $2.94
 $2.94
 $2.94
Basis swap contracts:       
Permian Basin index swap volume per day (MMBtu) (a)57,378
 60,000
 60,000
 
Price differential ($/MMBtu)$(1.47) $(1.46) $(1.46) $
Southern California index swap volume per day (MMBtu) (b)100,000
 80,000
 80,000
 80,000
Price differential ($/MMBtu)$0.40
 $0.31
 $0.31
 $0.31
Call option contracts sold:       
Volume per day (MMBtu) (c)50,000
 
 
 
Price per MMBtu$3.93
 $
 $
 $
______________________
____________________
(a)Between January 1, 2020 and February 18, 2020, the Company entered into additional (i) swap contracts for 10,000 MMBtu per day of November 2020 through March 2021 production at an average fixed price of $2.46 per MMBtu and (ii) basis swap contracts of 10,000 MMbtu per day of November 2020 through March 2021 production with an average price differential of $1.46 per MMBtu.
(a)The referenced basis swap contracts fix the basis differentials between the index price at which the Company sells its Permian Basin gas and the HH price used in swap contracts.
(b)The referenced basis swap contracts fix the basis differentials between Permian Basin index prices and southern California index prices for Permian Basin gas forecasted for sale in Arizona and southern California.
(c)The premium associated with selling these call option contracts was utilized to improve the swap contract prices for April through October 2019 swap volumes.
(b)The referenced basis swap contracts fix the basis differentials between the index price at which the Company sells its Permian Basin gas and the NYMEX index prices used in swap contracts.


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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Interest rate derivatives. The Company had no interest rate derivative contracts outstanding as of December 31, 2019, however, between January 1, 2020 and February 18, 2020, the Company entered into interest rate derivative contracts whereby the Company will receive a fixed five-year average treasury rate of 1.39% on a notional amount of $100 million and a fixed 10-year average treasury rate of 1.57% on a notional amount of $300 million.

Contingent consideration. The Company's right to receive contingent consideration in conjunction with the South Texas Divestiture was determined to be a derivative financial instrument that is not designated as a hedging instrument. The contingent consideration of up to $450 million is based on oil and NGL prices during each of the years from 2020 to 2024. See Note 3 and Note 4 for additional information.

Fair value. The fair value of derivative financial instruments not designated as hedging instruments is as follows:
As of December 31, 2019
TypeConsolidated
Balance Sheet
Location
Fair
Value
Gross Amounts
Offset in the
Consolidated
Balance Sheet
Net Fair Value
Presented in the
Consolidated
Balance Sheet
  (in millions)
Assets:
Commodity price derivativesDerivatives - current$32  $—  $32  
Contingent considerationOther assets - noncurrent$91  $—  $91  
Liabilities:
Commodity price derivativesDerivatives - current$12  $—  $12  
Commodity price derivativesDerivatives - noncurrent$ $—  $ 

As of December 31, 2018
TypeConsolidated
Balance Sheet
Location
Fair
Value
Gross Amounts
Offset in the
Consolidated
Balance Sheet
Net Fair Value
Presented in the
Consolidated
Balance Sheet
  (in millions)
Assets:
Commodity price derivativesDerivatives - current$59  $(7) $52  
Liabilities:
Commodity price derivativesDerivatives - current$34  $(7) $27  
Gains and losses recorded on derivative contracts are as follows:
Derivatives Not Designated
as Hedging Instruments
Location of Gain/(Loss)
Recognized in Earnings
on Derivatives
Year Ended December 31,
201920182017
  (in millions)
Commodity price derivativesDerivative gain (loss), net$34  $(292) $(99) 
Interest rate derivativesDerivative gain (loss), net$—  $—  $(1) 
Contingent considerationInterest and other income$(45) $—  $—  
89
Fair Value of Derivative Instruments as of December 31, 2018
Type 
Consolidated
Balance Sheet
Location
 
Fair
Value
 
Gross Amounts
Offset in the
Consolidated
Balance Sheet
 
Net Fair Value
Presented in the
Consolidated
Balance Sheet
    (in millions)
Asset Derivatives:      
Commodity price derivatives Derivatives - current $59
 $(7) $52
        $52
Liability Derivatives:      
Commodity price derivatives Derivatives - current $34
 $(7) $27
        $27

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 2016

2017

Fair Value of Derivative Instruments as of December 31, 2017
Type 
Consolidated
Balance Sheet
Location
 
Fair
Value
 
Gross Amounts
Offset in the
Consolidated
Balance Sheet
 
Net Fair Value
Presented in the
Consolidated
Balance Sheet
    (in millions)
Asset Derivatives:      
Commodity price derivatives Derivatives - current $13
 $(2) $11
Commodity price derivatives Derivatives - noncurrent $3
 $(3) 
        $11
Liability Derivatives:      
Commodity price derivatives Derivatives - current $234
 $(2) $232
Commodity price derivatives Derivatives - noncurrent $26
 $(3) 23
        $255
Gains (losses) recorded onThe Company uses credit and other financial criteria to evaluate the credit standing of, and to select, counterparties to its derivative contracts are as follows:
Derivatives Not Designated
as Hedging Instruments
 
Location of Gain/(Loss)
Recorded as Earnings
 on Derivatives
 
Amount of Gain/(Loss) Recorded as
Earnings on Derivatives
Year Ended December 31,
2018 2017 2016
    (in millions)
Commodity price derivatives Derivative losses, net $(292) $(99) $(174)
Interest rate derivatives Derivative losses, net 
 (1) 13
    $(292) $(100) $(161)
instruments. Although the Company does not obtain collateral or otherwise secure the fair value of its derivative instruments, associated credit risk is mitigated by the Company's credit risk policies and procedures.
Net derivative assets (liabilities) associated with the Company's open commodity derivatives by counterparty are as follows:
As of December 31, 2019
(in millions)
Wells Fargo Bank$15 
JP Morgan Chase
Scotia Bank
Royal Bank of Canada
Bank of Montreal(1)
J Aron & Company(1)
Merrill Lynch(1)
Nextera Energy Power Marketing(2)
Citibank(7)
$12 
 December 31, 2018
 Net Assets (Liabilities)
 (in millions)
Macquarie Bank$(27)
J Aron & Company2
Bank of Montreal2
JP Morgan Chase2
Societe Generale46
 $25
See Note 2 for additional information.
NOTE 6. Exploratory Well Costs
The Company capitalizes exploratory well and project costs until a determination is made that the well or project has either found proved reserves, is impaired or is sold. The Company's capitalized exploratory well and project costs are classified asincluded in proved properties in the consolidated balance sheets. If the exploratory well or project is determined to be impaired, the impaired costs are recorded as exploration and abandonments expense.

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Capitalized exploratory well project activity is as follows:
Year Ended December 31, Year Ended December 31,
2018 2017 2016 20192018
(in millions) (in millions)
Beginning capitalized exploratory well costs$505
 $323
 $306
Beginning capitalized exploratory well costs$509  $505  
Additions to exploratory well costs pending the determination of proved reserves2,585
 1,956
 1,387
Additions to exploratory well costs pending the determination of proved reserves2,172  2,585  
Reclassification due to determination of proved reserves(2,557) (1,764) (1,369)Reclassification due to determination of proved reserves(2,011) (2,557) 
Disposition of assets(1) 
 
Disposition of assets(6) (1) 
Exploratory well costs charged to exploration and abandonment expense(23) (10) (1)Exploratory well costs charged to exploration and abandonment expense(4) (23) 
Ending capitalized exploratory well costs$509
 $505
 $323
Ending capitalized exploratory well costs$660  $509  
Aging of capitalized exploratory costs and the number of projects for which exploratory well costs have been capitalized for a period greater than one year, based on the date drilling was completed, are as follows:
 As of December 31,
 201920182017
 (in millions, except well counts)
Capitalized exploratory well costs that have been suspended:
One year or less$660  $509  $493  
More than one year—  —  12  
$660  $509  $505  
Number of projects with exploratory well costs that have been suspended for a period greater than one year—  —   

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 As of December 31,
 2018 2017 2016
 (in millions, except well counts)
Capitalized exploratory well costs that have been suspended:     
One year or less$509
 $493
 $318
More than one year
 12
 5
 $509
 $505
 $323
Number of projects with exploratory well costs that have been suspended for a period greater than one year
 7
 3
PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
NOTE 7. Long-term Debt and Interest Expense
The components of long-term debt, including the effects of issuance costs and issuance discounts, are as follows:
 As of December 31,
 20192018
 (in millions)
Outstanding debt principal balances:
7.50% senior notes due 2020$450  $450  
3.45% senior notes due 2021500  500  
3.95% senior notes due 2022600  600  
4.45% senior notes due 2026500  500  
7.20% senior notes due 2028250  250  
2,300  2,300  
Issuance costs and discounts(11) (16) 
Total debt2,289  2,284  
Less current portion of long-term debt450  —  
Long-term debt$1,839  $2,284  
 December 31,
 2018 2017
 (in millions)
Outstanding debt principal balances: 
6.875% senior notes due 2018 (a)$
 $450
7.50% senior notes due 2020450
 450
3.45% senior notes due 2021500
 500
3.95% senior notes due 2022600
 600
4.45% senior notes due 2026500
 500
7.20% senior notes due 2028250
 250
 2,300
 2,750
Issuance costs and discounts(16) (18)
Long-term debt2,284
 2,732
Less current portion of long-term debt (a)
 449
Long-term debt$2,284
 $2,283

(a)The 6.875% senior notes, net of $106 thousand of unamortized issuance costs and discounts, are classified as current in the consolidated balance sheet as of December 31, 2017.
Credit facility. During October 2018, the Company entered intoThe Company's long-term debt consists of senior notes, a Credit Agreement dated as of October 24, 2018revolving corporate credit facility (the "Credit Facility") and the effects of issuance costs and discounts. The Credit Facility is maintained with a syndicate of financial institutions (the "Syndicate"), primarily to extend the maturity of the Credit Facility from August 2020 to October 2023, while maintaining and has aggregate loan commitments of $1.5 billion. The Company accounted for the entry into the Credit Facility ashas a modificationmaturity date of the prior agreement and capitalized the debt issuance costs along with those

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


unamortized issuance costs that remained from the issuance of the prior agreement.October 2023. As of December 31, 2018,2019, the Company had no0 outstanding borrowings under the Credit Facility.Facility and was in compliance with its debt covenants.
Borrowings under the Credit Facility may be in the form of revolving loans or swing line loans. Revolving loans represent loans made ratably by the Syndicate in accordance with their respective commitments under the Credit Facility and bear interest, at the option of the Company, based on (a) a rate per annum equal to the higher of the prime rate announced from time to time by Wells Fargo Bank, National Association or the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System during the last preceding business day plus 0.5 percent plus a defined alternate base rate spread margin, which is currently 0.25 percent based upon the Company's debt rating or (b) a base Eurodollar rate, substantially equal to LIBOR, plus a margin (the "Applicable Margin"), which is currently 1.25 percent and is also determined by the Company's debt rating. Swing line loans represent loans made by a subset of the lenders in the Syndicate and may not exceed $150 million. Swing line loans under the Credit Facility bear interest at a rate per annum equal to the "ASK" rate for federal funds periodically published by the Dow Jones Market Service plus the Applicable Margin. Letters of credit outstanding under the Credit Facility are subject to a per annum fee, representing the Applicable Margin plus 0.125 percent. The Company also pays commitment fees on undrawn amounts under the Credit Facility that are determined by the Company's debt rating (currently 0.15 percent). Borrowings under the Credit Facility are general unsecured obligations.
The Credit Facility requires the maintenance of a ratio of total debt to book capitalization, subject to certain adjustments, not to exceed 0.65 to 1.0. As of December 31, 2018,2019, the Company was in compliance with all of its debt covenants.
Senior notes. The Company's 6.875% senior notes (the "6.875% Senior Notes") and 6.65% senior notes (the "6.65% Senior Notes"), with debt principal balances of $450 million and $485 million, respectively, matured and were repaid in May 2018 and March 2017, respectively. The Company funded the repayments with cash on hand. The 6.875% Senior Notes were classified as current in the consolidated balance sheet as of December 31, 2017.
The Company's senior notes are general unsecured obligations ranking equally in right of payment with all other senior unsecured indebtedness of the Company and are senior in right of payment to all existing and future subordinated indebtedness of the Company. The Company is a holding company that conducts all of its operations through subsidiaries; consequently, the senior notes are structurally subordinated to all obligations of its subsidiaries. Interest on the Company's senior notes is payable semiannually.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Principal payments scheduled to be made on the Company's long-term debt are as follows (in millions):
2019$
2020$450
2020$450  
2021$500
2021$500  
2022$600
2022$600  
2023$
2023$—  
20242024$—  
Thereafter$750
Thereafter$750  
Interest expense activity is as follows:
 Year Ended December 31,
 201920182017
 (in millions)
Cash payments for interest$117  $133  $164  
Accretion of finance lease —  —  
Amortization of issuance discounts   
Amortization of capitalized loan fees   
Net changes in accruals—  (6) (9) 
Interest incurred126  132  160  
Less capitalized interest(5) (6) (7) 
Total interest expense$121  $126  $153  
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Cash payments for interest$133
 $164
 $196
Amortization of issuance discounts1
 1
 9
Amortization of capitalized loan fees4
 4
 4
Net changes in accruals(6) (9) 2
Interest incurred132
 160
 211
Less capitalized interest(6) (7) (4)
 $126
 $153
 $207


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


NOTE 8. Incentive Plans
Deferred compensation retirement plan. The Company's deferred compensation retirement plan allows for qualified officers and certain key employees of the Company to contribute up to 2550 percent of their base salary, an increase from 25 percent prior to 2019, and 100 percent of their annual bonus. The Company provides a matching contribution of 100 percent of the officer's and key employee's contribution limited up to the first ten10 percent of the officer's base salary and eight8 percent of the key employee's base salary. The Company's matching contribution vests immediately. A trust fund has been established by the Company to accumulate the contributions made under this retirement plan.
The Company's matching contributions were $3 millionCompany match for each of the years ended December 31, 2018, 2017 and 2016, respectively.deferred compensation plan is as follows:
Year Ended December 31,
201920182017
(in millions)
Deferred compensation plan$ $ $ 
401(k) plan. The Pioneer Natural Resources USA, Inc. ("Pioneer USA," a wholly-owned subsidiary of the Company) 401(k) and Matching Plan (the "401(k) Plan") is a defined contribution plan established under the Internal Revenue Code Section 401. All regular full-time and part-time employees of Pioneer USA are eligible to participate in the 401(k) Plan on the first day of the month following their date of hire. Participants may contribute up to 80 percent of their annual base salary into the 401(k) Plan. Matching contributions are made to the 401(k) Plan in cash by Pioneer USA in amounts equal to 200 percent of a participant's contributions to the 401(k) Plan that are not in excess of five5 percent of the participant's annual base salary (the "Matching Contribution"). Each participant's account is credited with the participant's contributions, Matching Contributions and allocations of the 401(k) Plan's earnings. Participants are fully vested in their account balances except for Matching Contributions and their proportionate share of 401(k) Plan earnings attributable to Matching Contributions, which proportionately vest over a four-year4-year period that begins on the participant's date of hire. Beginning in February 2018, eligible employees are automatically enrolled in the 401(k) Plan at a contribution rate of five5 percent of the employee's annual base salary, unless the employee opts out of participation or makes an alternate election within 30 days of becoming eligible for participation.
During the years ended
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 2016, the Company recorded compensation expense of $36 million, $25 million and $23 million, respectively, as a result of Matching Contributions.2017
Stock-based compensation costs.The Company records stock-based compensation expense ratably overmatch for the vesting periods of the401(k) plan is as follows:
Year Ended December 31,
201920182017
(in millions)
401(k) plan$27  $36  $25  
Long-Term Incentive Plan.The Company's stock-based compensation awards using the awards' fair value. The Company maintains two plans providing for stock-based compensation: the Amended and Restated 2006 Long-Term Incentive Plan ("LTIP") and the Employee Stock Purchase Plan ("ESPP").
Long-Term Incentive Plan.The LTIP provides for the granting of various forms of awards, including stock options, stock appreciation rights, performance units, restricted stock and restricted stock units to directors, officers and employees of the Company.
The number of shares available for grant pursuant to awards under the LTIP is as follows:
As of December 31, 20182019
Approved and authorized awards12,600,000
Awards issuedgranted under plan(7,746,616(8,371,882))
Awards available for future grant4,853,3844,228,118 
Employee Stock Purchase Plan.The ESPPCompany's Employee Stock Purchase Plan ("ESPP") allows eligible employees to annually purchase the Company's common stock at a discounted price. Officers of the Company are not eligible to participate in the ESPP. Contributions to the ESPP are limited to 15 percent of an employee's base salary (subject to certain ESPP limits) during the eight-montheight-month offering period (January 1 to August 31). Participants in the ESPP purchase the Company's common stock at a price that is 15 percent below the closing sales price of the Company's common stock on either the first day or the last day of each offering period, whichever closing sales price is lower.
The number of shares available for issuance under the ESPP is as follows:
As of December 31, 20182019
Approved and authorized shares1,250,000
Shares issued(1,002,433(1,056,938))
Shares available for future issuance247,567193,062 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Stock-based compensation expense and the associated income tax benefit for awards issued under both the LTIP and ESPP are as follows:
Year Ended December 31, Year Ended December 31,
2018 2017 2016 201920182017
(in millions) (in millions)
Restricted stock - Equity Awards$65
 $60
 $66
Restricted stock - Equity Awards$79  $65  $60  
Restricted stock - Liability Awards17
 24
 24
Restricted stock - Liability Awards19  17  24  
Performance unit awards18
 17
 21
Performance unit awards19  18  17  
ESPP2
 2
 2
$102
 $103
 $113
Employee stock purchase planEmployee stock purchase plan   
Total stock-based compensation expenseTotal stock-based compensation expense$119  $102  $103  
Income tax benefit$17
 $19
 $34
Income tax benefit$18  $17  $19  
As of December 31, 2018,2019, there was $80$95 million of unrecorded stock-based compensation expense related to unvested share-based compensation plans, including $14$25 million attributable to Liability Awards that are expected to be settled in cash on their vesting dates. The weighted average remaining vesting period of the awards is less than three years.
Restricted stock awards. During 2018,2019, the Company awarded 503,982934,735 restricted shares or units of the Company's common stock as compensation to directors, officers and employees of the Company, (including 113,364including 221,497 shares or units representing Liability Awards).Awards.
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December 31, 2019, 2018 and 2017
Restricted stock award activity is as follows:
 Year Ended December 31, 2018
 Equity Awards Liability Awards
 
Number of
Shares
 
Weighted
Average Grant-
Date Fair
Value
 
Number of
Shares
Outstanding at beginning of year916,223
 $151.71
 252,735
Shares granted390,618
 $180.66
 113,364
Shares forfeited(60,103) $168.20
 (26,967)
Shares vested(447,066) $150.83
 (137,631)
Outstanding at end of year799,672
 $165.10
 201,501
Year Ended December 31, 2019
Equity AwardsLiability Awards
 Number of SharesWeighted
Average Grant-
Date Fair
Value
Number of shares
Beginning incentive compensation awards799,672  $165.10  201,501  
Awards granted713,238  $137.23  221,497  
Awards forfeited(49,873) $147.06  (32,316) 
Awards vested(638,844) $154.89  (143,831) 
Ending incentive compensation awards824,193  $149.99  246,851  
The weighted average grant-date fair value per unit of restricted stock Equity Awards awarded during 2019, 2018 and 2017 was $137.23, $180.66 and 2016 was $180.66, $180.50, and $122.72, respectively. The grant-date fair value of restricted stock Equity Awards that vested during 2019, 2018 and 2017 and 2016 was $99 million, $67 million $70 million and $66$70 million, respectively.
As of December 31, 20182019 and 2017,2018, accounts payable - due to affiliates in the consolidated balance sheets includes $14$11 million and $20$14 million, respectively, of liabilities attributable to the Liability Awards, representing the fair value of the earned, but unvested, portion of the outstanding awards as of that date. The cash
Cash paid for vested Liability Awards that vested during 2018, 2017 and 2016 was $24 million, $20 million and $18 million, respectively.is as follows:
Year Ended December 31,
201920182017
(in millions)
Cash paid for vested Liability Awards$20  $24  $20  
Performance unit awards. During 2018, 2017 and 2016, Each year, at its discretion, the Company awardedawards performance units to certain of the Company's officers under the LTIP. The number of shares of common stock to be issued is determined by comparing the Company's total shareholder return to the total shareholder return of a predetermined group of peer companies over the performance period. The performance unit awards vest over a 34-month service period.
The grant-date fair valuesvalue per unit of the 2019, 2018 2017 and 20162017 performance unit awards were $165.84, $246.18 and $258.27, and $203.69, respectively which were determined using the Monte Carlo simulation model, and are being recorded as stock-based compensation expense ratably over the performance period. The fair value of the performance unit awards was determined using the Monte Carlo simulation model that utilizes multiple input variables thatto determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant.

Assumptions used to estimate the fair value of performance unit awards granted in each of the following years are as follows:
201920182017
Risk-free interest rate2.49%  2.41%  1.42%  
Range of volatilities27.7 % -  43.4%  30.4 % -  53.3%  33.6 % -  58.2%  
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 20162017


Assumptions used to estimate the fair value of performance unit awards granted are as follows:
 Year Ended December 31,
 2018 2017 2016
Risk-free interest rate2.41% 1.42% 0.96%
Range of volatilities30.4% -53.3% 33.6% -58.2% 28.3% -53.6%
Performance unit activity is as follows:
Year Ended December 31, 2019
Number of
Units (a)
Weighted Average
Grant-Date
Fair Value
Beginning performance unit awards119,169  $251.92  
Units granted86,483  $165.84  
Units vested (b)(89,437) $247.10  
Ending performance unit awards116,215  $191.58  
 Year Ended December 31, 2018
 
Number of
Units (a)
 
Weighted  Average
Grant-Date
Fair Value
Beginning performance unit awards163,158
 $223.45
Units granted62,541
 $246.18
Units forfeited(1,285) $225.14
Units vested (b)(105,245) $204.68
Ending performance unit awards119,169
 $251.92
_____________________
_____________________
(a)Amount reflects the number of performance units initially granted. The actual payout of shares upon vesting may be between 0 and 250 percent of the performance units included in this table depending upon the total shareholder return ranking of the Company compared to peer companies at the vesting date.
(a)Amount reflects the number of performance units initially granted. The actual payout of shares upon vesting may be between zero percent and 250 percent of the performance units included in this table depending upon the total shareholder return ranking of the Company compared to peer companies at the vesting date.
(b)Amount reflects the number of performance units vested upon retirement of eligible officers and the vesting of performance units for which the service period has ended. On December 31, 2018, the service period lapsed on 103,334 performance unit awards that earned 1.10 shares for each vested award, representing 113,674 aggregate shares of common stock issued on January 2, 2019. The vested performance units that earned 1.10 shares for each vested award included 68,556 units that vested in the current year and 34,778 units that vested in prior years associated with the retirement of the participant. In addition, 1,911 units vested upon retirement of an eligible officer and will be issued when the performance period ends in 2019.
(b)Amount reflects the number of performance units vested upon retirement of eligible officers and the vesting of performance units for which the service period has ended. On December 31, 2019, the service period lapsed on 58,539 performance unit awards that earned 1.00 shares for each vested award. The 58,539 aggregate shares of common stock were issued on January 2, 2020. Of the 58,539 shares of common stock issued, 1,911 shares were associated with units that vested in prior years associated with the retirement of an eligible officer. In addition, 32,809 units vested upon retirement of eligible officers and will be issued when the performance period ends in 2020 and 2021.
The grant-date fair value of vested performance units that vested during 2018, 2017 and 2016 was $21 million, $18 million and $15 million, respectively.is as follows:

Year Ended December 31,
201920182017
(in millions)
Grant-date fair value of vested performance units$22  $21  $18  
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


NOTE 9. Asset Retirement Obligations
The Company's asset retirement obligations primarily relate to the future plugging and abandonment of wells and related facilities. Market risk premiums associated with asset retirement obligations are estimated to represent a component of the Company's credit-adjusted risk-free rate that is utilized in the calculations of asset retirement obligations.
Asset retirement obligations activity is as follows:
 Year Ended December 31,
 20192018
 (in millions)
Beginning asset retirement obligations$183  $271  
New wells placed on production  
Changes in estimates (a)82  16  
Dispositions(37) (89) 
Liabilities settled(52) (30) 
Accretion of discount10  14  
Ending asset retirement obligations191  183  
Less current portion of asset retirement obligations73  25  
Asset retirement obligations, long term$118  $158  
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Beginning asset retirement obligations$271
 $297
 $285
Obligations assumed in acquisitions
 
 2
New wells placed on production1
 3
 2
Changes in estimates (a)16
 (9) 17
Dispositions(89) (7) 
Liabilities settled(30) (32) (27)
Accretion of discount14
 19
 18
Ending asset retirement obligations$183
 $271
 $297
_____________________
_____________________
(a)Changes in estimates are determined based on several factors, including abandonment cost estimates based on recent actual costs incurred to abandon wells, credit-adjusted risk-free discount rates and well life estimates. The 2019 change in estimate is primarily due to accelerating the forecasted timing of abandoning certain of the Company's vertical oil and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
gas wells, which had the effect of increasing the present value and current portion of the abandonment obligation attributable to those wells.
NOTE 10. Leases
As of December 31, 2018, the Company was the deemed owner (for accounting purposes) of the Company's new corporate headquarters (the "Hidden Ridge Building") during the construction period and accounted for this deemed ownership following the build-to-suit accounting guidance under ASC 840. On January 1, 2019, upon implementation of ASC 842, the Company was no longer considered the deemed owner of the Hidden Ridge Building and the Company derecognized the build-to-suit asset of $217 million and liability of $219 million.
The Company had a variable interest in the entity responsible for constructing the Hidden Ridge Building. The Company was not the primary beneficiary of the variable interest entity and only had a profit sharing interest after certain economic returns were achieved. The Company had no exposure to the variable interest entity's losses or future liabilities, if any. In December 2019, the Company sold its interest in the variable interest entity for net cash proceeds of $56 million and recognized a net gain on the sale of the building of $56 million, which is recorded in interest and other in the consolidated statement of operations. The Company has no continuing involvement in entity subsequent to the sale. See Note 15 for additional information.
The Company recognized a finance lease upon commencement of the Hidden Ridge Building lease in October 2019, the balances of which are as follows:
(a)Changes Consolidated Balance Sheet LocationAs of December 31, 2019
(in estimates are determined based on several factors, including abandonment cost estimates based on recent actual costs incurred to abandon wells, credit-adjusted risk-free discount ratesmillions)
Finance lease right-of-use assetOther property and well life estimates. The increase in 2018 is primarily due to an increase in abandonment expense estimates, offset by an increase in commodity prices, which has the effect of lengthening the economic life of the Company's producing wells. Abandonment expense estimates used in the calculation of asset retirement obligations are based on actual cost incurred per well for such costs. The decrease in 2017 was primarily due to an increase in commodity prices, which has the effect of lengthening the economic life of the Company's producing wells.equipment, net$556 
Finance lease liabilityOther liabilities - current$16 
Finance lease liabilityOther liabilities - noncurrent$556 
In November 2019, the Company recorded accelerated amortization of $28 million in other expense in the consolidated statements of operations to fully amortize the remaining operating lease right-of-use asset associated with its former corporate headquarters. As of December 31, 2019, the consolidated balance sheet includes $27 million of operating lease liabilities related to its former corporate headquarters. See Note 16 for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
The Company classifiescomponents of lease costs, including amounts recoverable from joint operating partners, are as follows:
Year Ended December 31, 2019
(in millions)
Finance lease cost:
Amortization of right-of-use asset (a)$
Interest on lease liability
Operating lease cost (b)200 
Short-term lease cost (c)33 
Variable lease cost (d)73 
Total lease cost$317 
_____________________
(a)Represents straight-line rent cost associated with the current and noncurrent portionsCompany's finance lease right-of-use asset.
(b)Represents straight-line rent cost associated with the Company's operating lease right-of-use assets.
(c)Represents costs associated with short-term leases (those with a contractual term of asset retirement obligations as other current liabilities and other liabilities, respectively,12 months or less) that are not included in the consolidated balance sheets.
(d)Variable lease costs are primarily comprised of the non-lease service component of drilling rig commitments above the minimum required payments. Both the minimum required payments and the non-lease service component of the drilling rig commitments are capitalized as additions to oil and gas properties.
For the year ended December 31, 2019, cash paid of $103 million for operating, short-term and variable leases and $4 million for finance leases is included in net cash provided by operating activities and $1 million of finance lease principal payments is included in net cash used in financing activities in the consolidated statements of cash flows. For the same period, the Company also incurred operating and variable lease costs associated with drilling operations of $180 million, which is capitalized as additions to oil and gas properties and is included in investing cash flows in the consolidated statements of cash flows.
The changes in lease liabilities are as follows:
Year Ended December 31, 2019
OperatingFinance
(in millions) 
Beginning lease liabilities (a)$325  $—  
Liabilities assumed in exchange for new right-of-use assets (b)142  573  
Contract modifications (c) —  
Dispositions(1) —  
Liabilities settled(177) (5) 
Accretion of discount (d)13   
Ending lease liabilities (e)$306  $572  
______________________
(a)Represents January 1, 2019 balance upon adoption of ASC 842.
(b)Represents noncash leasing activity. The weighted-average discount rate used in 2019 to determine the present value of future operating and finance lease payments is 3.3 percent and 3.0 percent, respectively.
(c)Represents changes in lease liabilities due to modifications of original contract terms.
(d)Represents imputed interest on discounted future cash payments.
(e)As of December 31, 2018 and 2017,2019, the current portionweighted-average remaining lease term of the Company's asset retirementoperating and finance leases is three and 20 years, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Maturities of lease obligations were $25are as follows:
As of December 31, 2019
OperatingFinance
(in millions) 
2020$149  $33  
202192  33  
202247  34  
202313  35  
2024 35  
Thereafter18  603  
Total lease payments327  773  
Less present value discount(21) (201) 
Present value of lease liabilities$306  $572  

At December 31, 2019, the Company has commitments for additional operating leases of approximately $38 million and $41 million, respectively.expected to commence in 2020 with lease terms of 4 years.
NOTE 10.11. Commitments and Contingencies
Severance agreements. The Company has entered into severance and change in control agreements with its officers and certain key employees. The current annual salaries for the officers and key employees covered under such agreements total $30$15 million.
Indemnifications. The Company has agreed to indemnify its directors and certain of its officers, employees and agents with respect to claims and damages arising from acts or omissions taken in such capacity, as well as with respect to certain litigation.
Legal actions. The Company is party to various proceedings and claims incidental to its business. While many of these matters involve inherent uncertainty, the Company believes that the amount of the liability, if any, ultimately incurred with respect to these proceedings and claims will not have a material adverse effect on the Company's consolidated financial position as a whole or on its liquidity, capital resources or future annual results of operations. The Company records reserves for contingencies when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.
Environmental. Environmental expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Environmental expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. Liabilities for expenditures that will not qualify for capitalization are recorded when environmental assessment and/or remediation is probable and the costs can be reasonably estimated. Such liabilities are undiscounted unless the timing of cash payments for the liability is fixed or reliably determinable. Environmental liabilities normally involve estimates that are subject to revision until settlement or remediation occurs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Obligations following divestitures.In connection with its divestiture transactions, the Company may retain certain liabilities and provide the purchaser certain indemnifications, subject to defined limitations, which may apply to identified pre-closingpreclosing matters, including matters of litigation, environmental contingencies, royalty obligations and income taxes. The Company does not believe that these obligations are probable of having a material impact on its liquidity, financial position or future results of operations. Also associated with ourits divestiture transactions, the Company has issued and received guarantees to facilitate the transfer of contractual obligations, such as firm transportation agreements or gathering and processing arrangements. The Company believesdoes not recognize a liability if the fair value of the obligation is immaterial or the likelihood of making or receiving payments under these guarantees to beis remote. As
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
South Texas Divestiture. In conjunction with the South Texas Divestiture, the Company transferred its long-term midstream agreements and associated MVC's to the buyer. However, the Company retained the obligation to pay 100 percent of any deficiency fees associated with the MVC's from January 2019 through July 2022. The buyer is required to reimburse the Company for 18 percent of the deficiency fees paid by the Company from January 2019 through July 2022; such reimbursement will be paid by the buyer in installments beginning in 2023 through 2025. Assuming 100 percent of the MVC's are paid as deficiency fees, the maximum amount of future payments for this obligation would be approximately $620 million as of December 31, 2019. The Company's estimated deficiency fee obligation as of December 31, 2019 is $394 million, of which $153 million is included in other current liabilities in the consolidated balance sheets. The corresponding estimated deficiency fee receivable from the buyer of $69 million is included in noncurrent other assets in the consolidated balance sheets. The Company has received credit support for the deficiency fee receivable and contingent consideration of up to $325 million.
Raton transportation commitments. In July 2018, the Company couldcompleted the sale of its gas field assets in the Raton Basin to an unaffiliated third party and transferred certain gas transportation commitments, which extend through 2032, to the buyer for which the Company has provided a guarantee. Assuming 100 percent of the remaining commitments are paid by the Company under its guarantee, the maximum amount of future payments would be required to make under the guarantees is $132approximately $90 million which could be partially offset byas of December 31, 2019. The Company has received credit support for the commitments of up to $50 million. During 2019, the Company paid $12 million in gas transportation fees associated with the transferred commitment and was fully reimbursed.
West Eagle Ford Shale commitments. In April 2018, the Company completed the sale of its West Eagle Ford Shale gas and liquids field to an unaffiliated third party and transferred certain gas and liquids transportation commitments, which extend through 2022, to the buyer for which the Company has provided a guarantee. Assuming 100 percent of the remaining commitments are paid by the Company under its guarantee, the maximum amount of future payments would be approximately $20 million as of December 31, 2019. The Company has received credit support for the commitments of up to $19 million.
Certain contractual obligations were retained by the Company after the South Texas Divestiture, the divestiture of the Company's gas field assets in the Raton Basin, the divestiture of the Company's pressure pumping assets and the decommissioning of the Company's sand mine operations in Brady, Texas. These contracts were primarily related to firm transportation and storage agreements in which the Company is unlikely to realize any benefit. The estimated obligations are included in other current or noncurrent liabilities in the consolidated balance sheets.

The changes in contract obligations are as follows:
Year Ended December 31, 2019
(in millions)
Beginning contract obligations$111
Additions (a)400
Liabilities settled(51)
Accretion of discount10
Changes in estimate (b)(2)
Ending contract obligations$468 
______________________
(a)Additions include a $348 million deficiency fee obligation related to the South Texas Divestiture, $49 million of South Texas accrued deficiency fees from third partiesJanuary 2019 through April 2019, $2 million of $69 million.sand storage deficiencies associated with the sale of pressure pumping assets and $1 million related to sand mine decommissioning.
(b)Represents the difference between estimated and actual liabilities settled.

Texas Commission on Environmental Quality ("TCEQ") enforcement action. The Company has been advised by the TCEQ that the agency is pursuingpursued an enforcement action against the Company, and may seekincluding monetary sanctions, due to various alleged air emissions occurring during the Company's ownership in 2016 and 2017 of the Fain gas plant in the West Panhandle region of Texas, which was sold during 2018. TheEffective as of October 25, 2019, the Company has engaged in discussions with the TCEQ regarding these matters and the TCEQ staff has proposedentered into an enforcementagreed order that is acceptable to, and has been executedprovides for the Company making a final penalty payment of $188,400. By letter dated November 1, 2019, the Company was informed by the Company. The proposed enforcement order is now awaiting formal consideration and approval by TCEQ commissioners. Commissioner approval is not assured andthat it had fulfilled the Company cannot predict the outcomerequirements of the TCEQ commissioner considerations with any certainty. The Company believes such monetary sanctions will not exceed $235,500 in the aggregate.order.
Lease commitments. The Company leases drilling rigs, storage tanks, equipment and office facilities under operating leases. Rent expense for the years ended
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 2016 was $98 million, $82 million and $69 million, respectively.
In June 2017 the Company entered into a 20-year operating lease for the Company's new corporate headquarters that is currently being constructed in Irving, Texas. Annual base rent is expected to be $33 million and lease payments are expected to commence once the building is complete, which is expected to occur during the second half of 2019. The Company has a variable equity interest in the entity that is constructing the building. The Company is not the primary beneficiary of the variable interest entity and only has a profit sharing interest after certain economic returns are achieved. The Company has no exposure to the variable interest entity's losses or future liabilities, if any. The Company is the deemed owner of the building (for accounting purposes) during the construction period and is following the build-to-suit accounting guidance.
The build-to-suit asset and liability associated with the Company's new corporate headquarters are as follows:
 As of December 31,
 2018 2017
 (in millions)
Other property and equipment, net (a)$217
 $57
Other noncurrent liabilities (b)$219
 $56
____________________
(a)A noncash investing activity for purposes of the consolidated statements of cash flows.
(b)A noncash financing activity for purposes of the consolidated statements of cash flows.
Drilling commitments. The Company's principal drilling commitments are related to drilling rig contracts that require the Company to pay day rates for contracted drilling rigs over their contractual term. The majority of the drilling rig day rates are linked to oil prices causing the day rates to fluctuate over the contract term as oil prices change. In addition, the Company periodically enters into contractual arrangements under which the Company is committed to expend funds to drill wells in the future. The Company recognizes its drilling commitments in the periods in which the rig services are performed.
Firm commitments. The Company from time to time enters into, and is a party to, take-or-pay agreements, which include contractual commitments to purchase sand and water for use in the Company's drilling operations and contractual commitments with midstream service companies and pipeline carriers for future gathering, processing, transportation, fractionation and storage. These commitments are normal and customary for the Company's business activities. Certain future minimum gathering, processing, transportation, fractionation and storage fees are based upon rates and tariffs that are subject to change over the terms of the commitments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Minimum firm commitments are as follows:
As of December 31, 2019
Firm Commitments
(in millions) 
2020$532  
2021534  
2022471  
2023407  
2024412  
Thereafter1,784  
Total minimum firm commitments$4,140  
 As of December 31, 2018
 Lease Commitments Firm Commitments Total
 (in millions)
2019$234
 $662
 $896
2020169
 694
 863
202197
 690
 787
202266
 546
 612
202340
 323
 363
Thereafter647
 1,516
 2,163
Total minimum commitments$1,253
 $4,431
 $5,684
Gas delivery commitments. The Company has contracts that require delivery of fixed volumes of gas. The Company intends to fulfill its short-term and long-term obligations with production or from purchases of third party volumes.
Delivery commitments for gas are as follows:
As of December 31, 2019
(MMBtu per day)
2020196,557  
2021175,000  
2022175,000  
2023175,000  
2024150,137  
Thereafter156,164  
Total gas delivery commitments1,027,858  

 As of December 31, 2018
 (MMBtu per day)
201938,247
2020111,557
2021100,000
2022100,000
2023100,000
202483,675
NOTE 11.12. Related Party Transactions
OnIn December 31, 2018, the Company completed the sale of its pressure pumping assets to ProPetro in exchange for 16.6 million shares of ProPetro common stock and $110 million of short-term receivables to be paid by ProPetrocash that was received during the first quarter of 2019. TheProPetro is considered a related party as the shares acquired in the acquisitionreceived represent approximately 16 percent of ProPetro's outstanding common stock, resulting in ProPetro being considered a related party as of December 31, 2018.stock. In addition to the sale of equipment and related facilities, the Company entered into a long-term agreement with ProPetro for it to provide pressure pumping and related services. The costs of these services are capitalized in oil and gas properties as incurred. See Note 2 and Note 3 for additional information.
In FebruaryOctober 2019, Phillip A. Gobe, a nonemployee member of the Company exercisedCompany's board of directors, was appointed by the board of directors of ProPetro to serve as its Executive Chairman. Mark S. Berg, the Company's Executive Vice President Corporate/Vertically Integrated Operations, continues to serve as a member of the ProPetro board of directors under the Company's right to designate (i) a director to the board of directors of ProPetro which right will exist for so long as the Company owns five5 percent or more of ProPetro’sProPetro's outstanding common stock, and (ii) an independent director to the board of directors of ProPetro, which is a one time right. Mark S. Berg, the Company’s Executive Vice President Corporate/Vertically Integrated Operations, was the Company’s designee in the first category, and Royce W. Mitchell, an independent member of the Company’s board of directors, was the Company’s designee in the second category.
Balances with the Company's affiliate are as follows:stock.
100
 As of December 31, 2018
 (in millions)
Accounts receivable - due from affiliate (a)$119
Accounts payable - due to affiliate (b)$37
____________________
(a)Includes $110 million of short-term receivables and employee-related charges to be reimbursed by ProPetro.
(b)Prior to the Company's sale of its pressure pumping assets to ProPetro, the Company utilized the services of ProPetro in the normal course of business. The balance represents invoices associated with those services that are in the process of being paid.

95

PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 2016

2017

Transactions and balances with ProPetro are as follows:
Year Ended December 31,
20192018
(in millions)
Pressure pumping related services charges (a)$461  $111  
____________________
(a)Represents pressure pumping and related services provided by ProPetro as part of a long-term agreement. The 2018 amount represents charges associated with the pressure pumping and related services performed by ProPetro in the normal course of business prior to the Company's sale of its pressure pumping assets to ProPetro.

As of December 31,
20192018
(in millions)
Accounts receivable - due from affiliate (a)$ $119  
Accounts payable - due to affiliate (b)$88  $37  
____________________
(a)Represents employee-related charges to be reimbursed by ProPetro. The balance as of December 31, 2018 also includes $110 million of cash consideration received during the first quarter of 2019.
(b)Represents pressure pumping and related services provided by ProPetro as part of a long-term agreement. The balance as of December 31, 2018 represents invoices associated with the pressure pumping and related services performed by ProPetro in the normal course of business prior to the Company's sale of its pressure pumping assets to ProPetro.

NOTE 12.13. Major Customers
Purchasers of the Company's oil, NGL and gas production that individually accounted for ten percent or more of the Company's oil and gas revenues in at least one of the three years ended December 31, 20182019 are as follows:
Year Ended December 31, Year Ended December 31,
2018 2017 2016 201920182017
Sunoco Logistics Partners L.P.28% 21% 19%Sunoco Logistics Partners L.P.33 %28 %21 %
Occidental Energy Marketing Inc.17% 16% 16%Occidental Energy Marketing Inc.20 %17 %16 %
Plains Marketing L.P.15% 14% 16%Plains Marketing L.P.13 %15 %14 %
Enterprise Products Partners L.P.6% 11% 12%Enterprise Products Partners L.P.%%11 %
The loss of any of these major purchasers of oil, NGL and gas production could have a material adverse effect on the ability of the Company to produce and sell its oil, NGL and gas production.
Purchasers of the Company's purchased oil and gas that individually accounted for ten percent or more of the Company's sales of purchased oil and gas in at least one of the three years ended December 31, 20182019 are as follows:
Year Ended December 31, Year Ended December 31,
2018 2017 2016 201920182017
Occidental Energy Marketing Inc.34% 39% 27%Occidental Energy Marketing Inc.30 %34 %39 %
Valero Marketing and Supply Company9% 14% 17%
BP Energy9% 11% 18%BP Energy%%11 %
Exxon Mobil5% 11% 23%Exxon Mobil%%11 %
Valero Marketing and Supply CompanyValero Marketing and Supply Company%%14 %
The loss of any of these major purchasers of purchased oil and gas would not be expected to have an adverse effect on the ability of the Company to sell commodities it purchases from third parties.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
NOTE 13.14. Revenue Recognition
The Company recognizes revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. See Note 2 for additional information.
Disaggregated revenue from contracts with purchasers.Revenues on sales of oil, NGL, gas and purchased oil and gas are recognized when control of the product is transferred to the purchaser and payment can be reasonably assured. Sales prices for oil, NGL and gas production are negotiated based on factors normally considered in the industry, such as an index or spot price, distance from the well to the pipeline or market, commodity quality and prevailing supply and demand conditions. As such, the prices of oil, NGL and gas generally fluctuate based on the relevant market index rates.

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


Disaggregated revenue from contracts with purchasers by product type is as follows:
Year Ended December 31,
20192018
 (in millions)
Oil sales$4,168  $3,991  
NGL sales510  695  
Gas sales238  305  
Total oil and gas sales4,916  4,991  
Sales of purchased oil4,726  4,339  
Sales of purchased gas29  49  
Total sales of purchased oil and gas4,755  4,388  
Total revenue from contracts with purchasers$9,671  $9,379  
 Year Ended December 31, 2018
 (in millions)
Oil sales$3,991
NGL sales695
Gas sales305
Total oil and gas sales4,991
Sales of purchased oil4,339
Sales of purchased gas49
Total sales of purchased oil and gas4,388
 $9,379
Oil sales. Sales under the Company's oil contracts are generally considered performed when the Company sells oil production at the wellhead and receives an agreed-upon index price, net of any price differentials. The Company recognizes revenue when control transfers to the purchaser at the wellhead based on the net price received.
NGL and gas sales. The Company evaluated whether it was the principal or the agent in gas processing transactions and concluded that it is the principal when it has the ability to take-in-kind, which is the case in the majority of the Company's gas processing and transportation contracts. Therefore, beginning January 1, 2018, the Company began recognizing revenue on a gross basis, with the gathering, processing and transportation costs associated with its take-in-kind arrangements being recorded as oil and gas production costs in the consolidated statement of operations. Gas and NGL processing fees that were previously reflected as a reduction in the Company's reported gas and NGL revenue are now recorded as an expense in the Company's production costs.
Sales of purchased oil and gas. The Company enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from the Company's areas of production. The Company also enters into purchase transactions with third parties and separate sale transactions with third parties to (i) diversify a portion of the Company's oil sales to the Gulf Coast refinery or international export markets and (ii) satisfy unused gas pipeline capacity commitments. Revenues and expenses from these transactions are presented on a gross basis as the Company acts as a principal in the transaction by assuming control of the commodities purchased and the responsibility to deliver the commodities sold. Revenue is recognized when control transfers to the purchaser at the delivery point based on the price received from the purchaser. The transportation costs associated with these transactions are presented as a component of purchased oil and gas expense. Firm transportation payments on excess pipeline capacity are recorded as other expense in the consolidated statements of operations.
Performance obligations and contract balances. The majority of the Company's product sale commitments are short-term in nature with a contract term of one year or less. The Company typically satisfies its performance obligations upon transfer of control as described above in Disaggregated revenue from contracts with purchasers and records the related revenue in the month production is delivered to the purchaser. Settlement statements for sales of oil, NGL and gas and sales of purchased oil and gas may not be received for 30 to 60 days after the date the volumes are delivered, and as a result, the Company is required to estimate the amount of volumes delivered to the purchaser and the price that will be received for the sale of the product. The Company records the differences between estimates and the actual amounts received for product sales in the month that payment is received from the purchaser. The implementation of ASC 606 has not changed existing controls around revenue estimates and the accrual process. Historically, differences between the Company's revenue estimates and actual revenue received have not been significant. As of December 31, 20182019 and 2017,2018, the accounts receivable balance representing amounts due or billable under the terms of contracts with purchasers was $968 million and $646 million, and $594 million, respectively.

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


NOTE 14.15. Interest and Other Income
The components of interest and other income are as follows:
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Interest income$29
 $32
 $22
Seismic data sales5
 
 
Severance, sales and property tax refunds1
 13
 2
Deferred compensation plan income (loss)(2) 4
 3
Right of way income4
 1
 
Other income1
 3
 5
 $38
 $53
 $32
 Year Ended December 31,
 201920182017
 (in millions)
Gain on sale of variable interest (Note 10)
$56  $—  $—  
Interest income17  29  32  
Deferred compensation plan income (loss)15  (2)  
Investment in affiliate valuation adjustment (Note 4)
15  —  —  
Severance and sales tax refunds  13  
Seismic data sales  —  
Contingent consideration valuation adjustment (Note 4)
(45) —  —  
Other   
Total interest and other income$76  $38  $53  
NOTE 15. Other Expense
The components of other expense are as follows:
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Accelerated depreciation (a)$443
 $
 $
Asset divestiture-related charges (b)173
 
 4
Transportation commitment charges (c)161
 167
 109
Legal and environmental charges19
 20
 6
Loss (income) from vertical integration services (d)2
 17
 54
Idle drilling and well service equipment charges (e)
 
 64
Other51
 40
 51
 $849
 $244
 $288
102
____________________
(a)
Represents accelerated depreciation related to the decommissioning of the Company's Brady, Texas sand mine. See Note 3 for additional information.
(b)
Primarily represents $111 million of deficiency charges related to certain firm transportation contracts retained by the Company associated with the sale of its gas field assets in the Raton Basin, $39 million of employee-related charges associated with the Company's 2018 divestitures and sand mine decommissioning efforts and $13 million of contract termination charges associated with the sale of the Company's pressure pumping assets. See Note 3 for additional information.
(c)Primarily represents firm transportation charges on excess pipeline capacity commitments.
(d)Primarily represents net margins (attributable to third party working interest owners) that result from Company-provided fracture stimulation and well service operations, which are ancillary to and supportive of the Company's oil and gas joint operating activities, and do not represent intercompany transactions. For the three years ended December 31, 2018, 2017 and 2016, these vertical integration net margins included $128 million, $140 million and $147 million of gross vertical integration revenues, respectively, and $130 million, $157 million and $201 million of total vertical integration costs and expenses, respectively.
(e)Primarily represents expenses attributable to idle drilling rig fees that are not chargeable to joint operations and charges to terminate rig contracts that were not required to meet planned drilling activities.

98

PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 20162017


NOTE 16. Other Expense
The components of other expense are as follows:
 Year Ended December 31,
 201920182017
(in millions)
Restructuring charges (a)$159  $—  $—  
Transportation commitment charges (b)74  161  167  
Corporate headquarters move-related costs (c)41  —  —  
Asset impairment (d)38  11   
Asset divestiture-related charges (e)25  170  —  
Idle drilling and well service equipment charges (f)25  —  —  
Sand mine decommissioning-related charges (g)23  443  —  
Legal and environmental charges19  21  20  
Vertical integration services loss (h)15   17  
Other29  41  38  
Total other expense$448  $849  $244  
____________________
(a)Represents employee-related charges associated with the Corporate Restructuring Program. See Note 3 and Note 8 for additional information.
(b)Primarily represents firm transportation charges on excess pipeline capacity commitments.
(c)Represents costs associated with relocating to the Hidden Ridge Building, including $28 million of accelerated amortization of the operating lease right-of-use asset associated with the Company's former corporate headquarters and$13 million of exit and move-related costs.
(d)Primarily represents inventory and other asset impairment charges associated with the decommissioning of the Company's Brady, Texas sand mine and the divestiture of the Company's pumping services assets. See Note 3 and Note 4 for additional information.
(e)Primarily represents employee-related charges and contract termination charges associated with the Company's divestitures. See Note 3 for additional information.
(f)Primarily represents expenses attributable to idle frac fleet and drilling rig fees that are not chargeable to joint operations.
(g)Represents accelerated depreciation related to the decommission of the Company's Brady, Texas sand mine. See Note 3 for additional information.
(h)Primarily represents net margins (attributable to third party working interest owners) that result from Company-provided vertically integrated services, which are ancillary to and supportive of the Company's oil and gas joint operating activities, and do not represent intercompany transactions. For the three years ended December 31, 2019, 2018 and 2017, these vertical integration net margins included $51 million, $128 million and $140 million of gross vertical integration revenues, respectively, and $66 million, $130 million and $157 million of total vertical integration costs and expenses, respectively.
NOTE 17. Income Taxes
The Company and its eligible subsidiaries file a consolidated U.S. federal income tax return. Certain subsidiaries are not eligible to be included in the consolidated U.S. federal income tax return and separate provisions for income taxes have been determined for these entities or groups of entities. The tax returns and the amount of taxable income or loss are subject to examination by U.S. federal, state, local and foreign taxing authorities.
Taxes paid, net of refunds are as follows:
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Taxes paid, net of (refunds)$
 $
 $(66)
The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that deferred tax assets can be realized prior to their expiration. Pioneer monitors Company-specific, oil and gas industry and worldwide economic factors and based on that information, along with other data, reassesses the likelihood that the Company's net operating loss carryforwards ("NOLs") and other deferred tax attributes in the U.S. federal, state, local and foreign tax jurisdictions will be utilized prior to their expiration.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Enactment of the Tax Cuts and Jobs Act. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Tax Reform Legislation"), which introduced significant changes to the U.S. federal income tax law. The changes that most impact the Company include:
A reduction in the federal corporate income tax rate from 35 percent to 21 percent. The rate reduction is effective for the Company as of January 1, 2018. The application of the rate change on the Company's existing deferred tax liabilities resulted in a $625 million income tax benefit to the Company during 2017.
Repeal of the corporate alternative minimum tax ("AMT"). The Tax Reform Legislation provides that existing AMT credit carryovers are refundable beginning in 2018. As of December 31, 2018,2019, the Company had AMT credit carryovers of $20$12 million that are expected to be fully refunded by 2022.
The Tax Reform Legislation preserves the deductibility of intangible drilling costs and provides for 100 percent bonus depreciation on personal tangible property expenditures through 2022. The bonus depreciation percentage iswill be phased downout from 100 percent beginning in 2023 through 2026.
The Tax Reform Legislation is a comprehensive bill containing other provisions, such as limitations on the deductibility of interest expense and certain executive compensation, that are not expected to materially affect Pioneer. The ultimate impact of the Tax Reform Legislation may differ from the Company's estimates as of December 31, 2018 due to changes in the interpretations and assumptions made by the Company as well as additional regulatory guidance that may be issued.
ASC 740 "Income Taxes" requires companies to recognize the effect of tax law changes in the period of enactment. However, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118 that allowed companies to record provisional amounts during a measurement period not extending beyond one year from the Tax Reform Legislation enactment date. The Company’s accounting for the impacts of the Tax Reform Legislation is complete as of December 31, 2018, and the Company has not recorded any material adjustments to the provisional amounts recorded in the fourth quarter of 2017 related to the Tax Reform Legislation.
Uncertain tax positions. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position.positions. The Company has unrecognized tax benefits ("UTBs") resulting from research and experimental expenditures related to horizontal drilling and completion innovations. If all or a portion ofIn December 2019, the UTBs is sustained upon examination byCompany and the taxing authorities effectively settled the uncertain tax benefit will be recorded as a reduction toposition for the Company's deferred2012-2015 tax liability and will affect the Company's effective tax rate in the periodyears. The Company believes it is recorded. The timing as to when the Company will substantially resolve the uncertainties associated with the UTBs is uncertain.

99

PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 2017 and 2016


remaining UTB within the next twelve months.
Unrecognized tax benefit activity is as follows:
Year Ended December 31,
201920182017
(in millions) 
Beginning unrecognized tax benefits$141  $124  $112  
Current year additions—  17  12  
Effectively settled tax positions(102) —  —  
Ending unrecognized tax benefits$39  $141  $124  
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Beginning unrecognized tax benefits$124
 $112
 $
Additions based on current year tax positions17
 12
 112
Ending unrecognized tax benefits$141
 $124
 $112
Other tax matters.
Net tax refunds are as follows:
Year Ended December 31,
201920182017
(in millions)
Tax refunds, net$(5) $—  $—  
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2018,2019, there are no proposed adjustments in any jurisdiction that would have a significant effect on the Company's future results of operations or financial position.
The earliest open years in the Company's key jurisdictions are as follows:
U.S. federal2012
Various U.S. states2013
Income tax (provision) benefit is as follows:
104
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Current:     
U.S. federal$
 $5
 $22
U.S. state(2) 
 2
 (2) 5
 24
Deferred:     
U.S. federal(258) 526
 375
U.S. state(16) (7) 4
 (274) 519
 379
Income tax (provision) benefit$(276) $524
 $403

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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 2017 and 2016

2017

Income tax (provision) benefit is as follows:
 Year Ended December 31,
 201920182017
 (in millions)
Current:
U.S. federal$ $—  $ 
U.S. state(3) (2) —  
Current income tax (provision) benefit (2)  
Deferred:
U.S. federal(224) (258) 526  
U.S. state(12) (16) (7) 
Deferred income tax (provision) benefit(236) (274) 519  
Income tax (provision) benefit$(231) $(276) $524  
The effective tax rate for income (loss) is reconciled to the United States federal statutory rate as follows:
 Year Ended December 31,
 201920182017
 (in millions, except percentages)
Income before income taxes$987  $1,251  $309  
Net loss attributable to noncontrolling interests—   —  
Income attributable to common stockholders before income taxes$987  $1,254  $309  
Federal statutory income tax rate21 %21 %35 %
Provision for federal income taxes at the statutory rate(207) (263) (108) 
State income tax provision (net of federal tax)(12) (12) (4) 
Change in federal income tax rate (a)—  —  625  
Other(12) (1) 11  
Income tax (provision) benefit$(231) $(276) $524  
Effective income tax rate, excluding net loss attributable to noncontrolling interests23 %22 %(170 %)
 Year Ended December 31,
 2018 2017 2016
 (in millions, except percentages)
Income (loss) before income taxes$1,251
 $309
 $(959)
Net loss attributable to noncontrolling interests3
 
 
Income (loss) attributable to common stockholders before income taxes$1,254
 $309
 $(959)
Federal statutory income tax rate21% 35% 35%
(Provision) benefit for federal income taxes at the statutory rate(263) (108) 336
State income tax (provision) benefit (net of federal tax)(12) (4) 3
State valuation allowance (net of federal tax)(2) (1) (3)
Change in federal income tax rate (a)
 625
 
Equity compensation excess tax benefit3
 9
 
Federal credit for increasing research activities (net of UTBs)6
 6
 68
State credit for increasing research activities (net of UTBs and federal tax)
 
 4
Other(8) (3) (5)
Income tax (provision) benefit$(276) $524
 $403
Effective income tax rate, excluding net loss attributable to noncontrolling interests22% (170)% 42%
____________________
____________________
(a)During 2017, the Company recorded a benefit of $625 million as a result of the Tax Reform Legislation that reduced the federal income tax rate beginning in 2018.
(a)During 2017, the Company recorded a benefit of $625 million as a result of the Tax Reform Legislation that reduced the federal income tax rate beginning in 2018.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
Significant components of deferred tax assets and deferred tax liabilities are as follows:
 As of December 31,
 20192018
 (in millions)
Deferred tax assets:
Net operating loss carryforward (a)$996  $882  
Credit carryforwards (b)101  111  
Deferred interest carryforward (c)43  —  
Asset retirement obligations41  40  
Incentive plans40  48  
Net deferred hedge losses—  11  
South Texas Divestiture75  —  
Lease deferred tax assets191  —  
Other47  51  
Deferred tax assets1,534  1,143  
Deferred tax liabilities:
Oil and gas properties, principally due to differences in basis, depletion and the deduction of intangible drilling costs for tax purposes(2,628) (2,248) 
Other property and equipment, principally due to the deduction of bonus depreciation for tax purposes and differences in lease right of use assets(189) (47) 
Net deferred hedge gains(4) —  
South Texas Divestiture(35) —  
Lease deferred tax liabilities(61) —  
Other(6) —  
Deferred tax liabilities(2,923) (2,295) 
Net deferred tax liability$(1,389) $(1,152) 
 December 31,
 2018 2017
 (in millions)
Deferred tax assets: 
Net operating loss carryforward (a)$882
 $594
Credit carryforwards (b)111
 87
Asset retirement obligations40
 59
Incentive plans48
 48
Net deferred hedge losses11
 52
Other51
 22
Total deferred tax assets1,143
 862
Deferred tax liabilities:   
Oil and gas properties, principally due to differences in basis, depletion and the deduction of intangible drilling costs for tax purposes(2,248) (1,604)
Other property and equipment, principally due to the deduction of bonus depreciation for tax purposes(47) (157)
Total deferred tax liabilities(2,295) (1,761)
Net deferred tax liability$(1,152) $(899)
____________________
____________________
(a)
(a)Net operating loss carryforwards as of December 31, 2018 consist of $4.2 billion of U.S. federal NOLs, which expire between 2032 and 2038. Additionally, the net operating loss carryforwards consist of $177 million of Colorado NOLs that begin to expire in 2027, all of which have a fully offsetting valuation allowance.
(b)Credit carryforwards as of December 31, 2018, consist of $20 million of U.S. federal minimum tax credits. Additionally, the credit carryforwards consist of $88 million of U.S. federal credits and $3 million of Texas credits for increasing research activities. The U.S. federal and state research credits as of December 31, 2018 exclude $141 million of unrecognized tax benefits.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018, 20172019, consist of $5.0 billion of U.S. federal NOLs, which expire between 2032 and 20162039 and $177 million of Colorado NOLs that begin to expire in 2027. The Colorado NOL has a fully offsetting valuation allowance.

(b)Credit carryforwards as of December 31, 2019, consist of $12 million of U.S. federal minimum tax credits and U.S. federal and Texas credits for research activities of $88 million and $1 million, respectively. The U.S. federal and state research credits as of December 31, 2019 exclude $39 million of unrecognized tax benefits.

(c)The deferred interest carryforward represents disallowed interest deductions under IRC Section 163(j) (Limitation on Deduction for Interest on Certain Indebtedness) for the current and prior years. The disallowed interest can be carried forward indefinitely and utilized in future years.
NOTE 17.18. Net Income (Loss) Per Share
The Company's basic net income (loss) per share attributable to common stockholders is computed as (i) net income (loss) attributable to common stockholders, (ii) less participating share- and unit-based basic earnings (iii) divided by weighted average basic shares outstanding. The Company's diluted net income (loss) per share attributable to common stockholders is computed as (i) basic net income (loss) attributable to common stockholders, (ii) plus diluted adjustments to participating undistributed earnings (iii) divided by weighted average diluted shares outstanding. Diluted net income (loss) per share attributable to common stockholders is calculated under both the two-class method and the treasury stock method and the more dilutive of the two calculations is presented.
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PIONEER NATURAL RESOURCES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019, 2018 and 2017
The components of basic and diluted net income (loss) per share attributable to common stockholders are as follows:
Year Ended December 31,
 201920182017
 (in millions)
Net income attributable to common stockholders$756  $978  $833  
Participating share based earnings (a)(3) (5) (6) 
Basic and diluted net income attributable to common stockholders$753  $973  $827  
Basic and diluted weighted average shares outstanding167171170
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Net income (loss) attributable to common stockholders$978
 $833
 $(556)
Participating share based earnings (a)(5) (6) 
Basic and diluted net income (loss) attributable to common stockholders$973
 $827
 $(556)
______________________
______________________
(a)
(a)Unvested restricted stock awards represent participating securities because they participate in nonforfeitable dividends with the common equity owners of the Company. Participating share- or unit-based earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. Unvested restricted stock awards do not participate in undistributed net losses as they are not contractually obligated to do so.
Basic and diluted weighted average common shares outstanding were 171 million, 170 million and 166 million forundistributed earnings of the years ended December 31, 2018, 2017 and 2016, respectively.Company attributable to the participating securities. Unvested restricted stock awards do not participate in undistributed net losses as they are not contractually obligated to do so.
Stock repurchase program. In December 2018, the Company's board of directors authorized a common stock repurchase program that will allowallows the Company to repurchase up to $2 billion of its common stock. Under this stock repurchase program, the Company may repurchase shares from time to time at management's discretion in accordance with applicable securities laws. In addition, the Company may repurchase shares pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Act of 1934, which would permit the Company to repurchase shares at times that may otherwise be prohibited under the Company's insider trading policy. The stock repurchase program has no time limit, may be modified, suspended or terminated at any time by the board of directors and replaces and terminates the Company's prior $100 million common stock repurchase program announced in February 2018.directors.
Shares repurchased are as follows:
Year Ended December 31,
20192018 (a)2017
(in millions)
Shares repurchased$622  $149  $—  
______________________
(a)During 2018, the Company repurchased $22 million of common stock pursuant to the priora previously authorized common stock repurchase program and $127 million of common stock pursuant to the newlycurrent authorized common stock repurchase program.
As of December 31, 2018, $1.92019, $1.3 billion remains available for use to repurchase shares under the newly authorizedCompany's common stock repurchase program.
NOTE 18.19. Subsequent Events
InDividends. On February 2019,19, 2020, the board of directors declared a quarterly cash dividend of $0.32$0.55 per share on Pioneer'sthe Company's outstanding common stock, payable April 12, 201914, 2020 to stockholders of record at the close of business on March 29, 2019.31, 2020.

Senior Notes. The Company's outstanding 7.50% Senior Notes matured on January 15, 2020. The Company funded the payment of the $450 million principal balance with cash on hand. See Note 7 for additional information.


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Oil & Gas Exploration and Production Activities
The Company has only one reportable operating segment, which is oil and gas development, exploration and production in the U.S. See the Company's accompanying consolidated statements of operations for information about results of operations for oil and gas producing activities.
Capitalized Costs
 December 31,
 20192018
 (in millions)
Oil and gas properties:
Proved$22,444  $21,165  
Unproved584  601  
Capitalized costs for oil and gas properties23,028  21,766  
Less accumulated depletion, depreciation and amortization(8,583) (8,218) 
Net capitalized costs for oil and gas properties$14,445  $13,548  
 December 31,
 2018 2017
 (in millions)
Oil and gas properties:   
Proved$21,165
 $20,404
Unproved601
 558
Capitalized costs for oil and gas properties21,766
 20,962
Less accumulated depletion, depreciation and amortization(8,218) (9,196)
Net capitalized costs for oil and gas properties$13,548
 $11,766
Costs Incurred for Oil and Gas Producing Activities
 Year Ended December 31,
 2018 2017 2016
  
Property acquisition costs:     
Proved$1
 $8
 $78
Unproved64
 128
 368
Exploration costs2,654
 2,033
 1,454
Development costs949
 628
 509
Total costs incurred (a)$3,668
 $2,797
 $2,409
____________________
(a)The costs incurred for oil and gas producing activities include amounts related to asset retirement obligations as follows:
 Year Ended December 31,
 201920182017
 (in millions)
Property acquisition costs:
Proved$ $ $ 
Unproved26  64  128  
Exploration costs2,199  2,654  2,033  
Development costs743  949  628  
Total costs incurred (a)$2,970  $3,668  $2,797  
 Year Ended December 31,
 2018 2017 2016
 (in millions)
Proved property acquisition costs$
 $
 $2
Exploration costs1
 2
 2
Development costs16
 (19) 17
 $17
 $(17) $21
____________________
(a) The costs incurred for oil and gas producing activities include amounts related to asset retirement obligations as follows:
 Year Ended December 31,
 201920182017
 (in millions)
Exploration costs$10  $ $ 
Development costs75  16  (19) 
$85  $17  $(17) 
Reserve Quantity Information
The estimates of the Company's proved reserves as of December 31, 2019, 2018 2017 and 20162017 were based on evaluations prepared by the Company's engineers and audited by independent petroleum engineers with respect to the Company's major properties and prepared by the Company's engineers with respect to all other properties. Proved reserves were estimated in accordance with guidelines established by the U.S. Securities and Exchange Commission (the "SEC") and the FASB, which require that reserve estimates be prepared under existing economic and operating conditions based upon an average of the first-day-of-the-month commodity price during the 12-month period ending on the balance sheet date with no provision for price and cost escalations except by contractual arrangements.
Proved reserve quantity estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved reserves and in the projection of future rates of production and the timing of development expenditures. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of

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subsequent drilling, testing and production may cause either upward or downward revision of previous estimates. Further, the volumes considered to be commercially recoverable fluctuate with changes in commodity prices and operating costs. The Company emphasizes that proved reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and gas properties. Accordingly, these estimates are expected to change as additional information becomes available in the future.

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The following table provides a rollforward of total proved reserves. Oil and NGL volumes are expressed in thousands of Bbls ("MBbls"), gas volumes are expressed in millions of cubic feet ("MMcf") and total volumes are expressed in thousands of barrels of oil equivalent ("MBOE").
 Year Ended December 31,
 201920182017
 Oil
(MBbls)
NGLs
(MBbls)
Gas
(MMcf) (a)
Total
(MBOE)
Oil
(MBbls)
NGLs
(MBbls)
Gas
(MMcf) (a)
Total
(MBOE)
Oil
(MBbls)
NGLs
(MBbls)
Gas
(MMcf) (a)
Total
(MBOE)
Balance, January 1565,010  240,914  1,458,574  1,049,020  482,889  210,497  1,751,880  985,366  378,196  136,941  1,264,729  725,925  
Production (b)(77,509) (26,398) (145,026) (128,078) (69,583) (23,280) (157,278) (119,076) (57,878) (20,078) (143,464) (101,867) 
Revisions of previous estimates(30,216) 29,415  94,767  14,994  (15,665) 21,087  257,502  48,339  20,140  44,995  365,275  126,015  
Extensions and discoveries167,022  60,069  293,507  276,009  175,067  51,414  230,272  264,859  146,822  49,378  266,347  240,591  
Sales of minerals-in-place(20,603) (22,032) (202,401) (76,369) (7,722) (18,809) (623,830) (130,502) (4,899) (918) (4,898) (6,633) 
Purchases of minerals-in-place46  15  92  76  24   28  34  508  179  3,891  1,335  
Balance, December 31603,750  281,983  1,499,513  1,135,652  565,010  240,914  1,458,574  1,049,020  482,889  210,497  1,751,880  985,366  
 Year Ended December 31,
 2018 2017 2016
 Oil
(MBbls)
 NGLs
(MBbls)
 Gas
(MMcf) (a)
 
Total
(MBOE)
 Oil
(MBbls)
 NGLs
(MBbls)
 Gas
(MMcf) (a)
 
Total
(MBOE)
 Oil
(MBbls)
 NGLs
(MBbls)
 Gas
(MMcf) (a)
 
Total
(MBOE)
Balance, January 1482,889
 210,497
 1,751,880
 985,366
 378,196
 136,941
 1,264,729
 725,925
 311,970
 126,344
 1,356,487
 664,395
Production (b)(69,583) (23,280) (157,278) (119,076) (57,878) (20,078) (143,464) (101,867) (48,926) (15,922) (139,510) (88,100)
Revisions of previous estimates(15,665) 21,087
 257,502
 48,339
 20,140
 44,995
 365,275
 126,015
 (3,912) 1,279
 (76,998) (15,466)
Extensions and discoveries175,067
 51,414
 230,272
 264,859
 146,822
 49,378
 266,347
 240,591
 117,406
 24,735
 120,766
 162,269
Sales of minerals-in-place(7,722) (18,809) (623,830) (130,502) (4,899) (918) (4,898) (6,633) (908) (238) (1,377) (1,376)
Purchases of minerals-in-place24
 5
 28
 34
 508
 179
 3,891
 1,335
 2,566
 743
 5,361
 4,203
Balance, December 31565,010
 240,914
 1,458,574
 1,049,020
 482,889
 210,497
 1,751,880
 985,366
 378,196
 136,941
 1,264,729
 725,925
______________________
______________________
(a)
(a)The proved gas reserves as of December 31, 2018, 2017 and 2016 include 106,948 MMcf, 171,623 MMcf and 137,853 MMcf, respectively, of gas that the Company expected to be produced and utilized as field fuel. Field fuel is gas consumed to operate field equipment (primarily compressors) rather than being delivered to a sales point.
(b)Production for 2018, 2017 and 2016 includes 13,690 MMcf, 14,799 MMcf and 15,082 MMcf of field fuel, respectively.

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December 31, 2019, 2018 and 2017 include 100,236 MMcf, 106,948 MMcf and 2016171,623 MMcf, respectively, of gas that the Company expected to be produced and utilized as field fuel. Field fuel is gas consumed to operate field equipment (primarily compressors) rather than being delivered to a sales point.

(b)Production for 2019, 2018 and 2017 includes 11,781 MMcf, 13,690 MMcf and 14,799 MMcf of field fuel, respectively.



Revisions of previous estimates. Revisions of previous estimates for 2019, 2018 and 2017 were comprised of 2026 million barrels of oil equivalent ("MMBOE") of positive price revisions due to a 28 percent increase in the NYMEX oil price, 29 MMBOE and a four percent increase in the NYMEX gas price that were used to determine proved oil and gas reserves for 2018, as compared to 2017, in addition to 2974 MMBOE, respectively, of positive revisions that were primarily attributable to improved performance from horizontal wells placed on production in the Spraberry/Wolfcamp oil field in the Permian Basin prior to 2018.Basin. Revisions of previous estimates associated with changes in NYMEX oil and gas prices were 11 MMBOE of negative price revisions in 2019, 20 MMBOE of positive price revisions in 2018 and 52 MMBOE of positive price revisions in 2017. The December 31, 2018 NYMEX price used for oil and gas reserve preparation, based upon SEC guidelines, was $65.57 per barrel of oil and $3.10 per Mcf of gas, compared to $51.34 per barrel of oil and $2.98 per Mcf of gas at December 31, 2017.as follows:
Revisions of previous estimates for 2017 were comprised of 52 MMBOE of positive price revisions due to 20 percent increases in both the NYMEX oil and NYMEX gas prices that were used to determine proved oil and gas reserves for 2017, as compared to 2016, in addition to 74 MMBOE of positive revisions that were primarily attributable to improved performance from horizontal wells placed on production in the Spraberry/Wolfcamp prior to 2017 and, to a lesser extent, reductions in costs (based on the Company's cost reduction initiatives during 2017) that had the effect of extending the economic lives of the Company's producing wells. The December 31, 2017 NYMEX price used for oil and gas reserve preparation based upon SEC guidelines was $51.34 per barrel of oil and $2.98 per Mcf of gas, compared to $42.82 per barrel of oil and $2.48 per Mcf of gas at December 31, 2016.
Year Ended December 31,% Change
20192018201720162019 to 20182018 to 2017 2017 to 2016
Oil per Bbl$55.93  $65.57  $51.34  $42.82  (15 %)28 %20 %
Gas per Mcf$2.58  $3.10  $2.98  $2.48  (17 %)%20 %
Revisions of previous estimates for 2016 were comprised of 58 MMBOE of negative price revisions due to 15 percent and four percent declines in the NYMEX oil and gas prices, respectively, that were used to determine proved oil and gas reserves for 2016, as compared to 2015, partially offset by 43 MMBOE of positive revisions that were primarily attributable to reductions in cost estimates (based on cost savings achieved during 2016) that had the effect of extending the economic lives of the Company's producing wells. The December 31, 2016 NYMEX price used for oil and gas reserve preparation based upon SEC guidelines was $42.82 per barrel of oil and $2.48 per Mcf of gas, compared to $50.11 per barrel of oil and $2.59 per Mcf of gas at December 31, 2015.
Extensions and discoveries. Extensions and discoveries for 2019, 2018 2017 and 20162017 were primarily comprised of proved reserve additions attributable to the Company's successful horizontal drilling program in the Spraberry/Wolfcamp oil field.field in the Permian Basin.
Sales of minerals-in-place. Sales of minerals-in-place in 2019 were primarily related to the sale of the Company's Eagle Ford assets and other remaining South Texas assets. In 2018, sales of minerals-in-place were primarily related to the sale of the Company's West Eagle Ford Shale assets, Raton Basin assets and West Panhandle assets. In 2017, sales of minerals-in-place were primarily related to the sale of approximately 10,200 net20,500 acres in the West Eagle Ford Shale gas and liquids field, the saleMartin County region of the Raton Basin gas field assets in southeast Colorado, the sale of the West Panhandle gas and liquids field assets in the panhandle region of Texas and the sale of 2,900 net acres in the Sinor Nest (Lower Wilcox) oil field in South Texas.Permian Basin. See Note 3 to the accompanying financial statements for additional information.
Purchases of minerals-in-place. Purchases of minerals-in-place during 2018, 2017 and 2016 were primarily attributable to acquisitions in the Company's Spraberry/Wolfcamp oil field.field in the Permian Basin.

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Proved developed and proved undeveloped reserves are as follows:
 Oil
(MBbls)
NGLs
(MBbls)
Gas
(MMcf)
Total
(MBOE)
Proved Developed Reserves:
December 31, 2019571,293  268,468  1,429,417  1,077,997  
December 31, 2018521,579  219,730  1,330,852  963,118  
December 31, 2017442,364  189,434  1,629,451  903,373  
Proved Undeveloped Reserves:
December 31, 201932,457  13,515  70,096  57,655  
December 31, 201843,431  21,184  127,722  85,902  
December 31, 201740,525  21,063  122,429  81,993  
 Oil
(MBbls)
 NGLs
(MBbls)
 Gas
(MMcf)
 
Total
(MBOE)
Proved Developed Reserves:       
December 31, 2018521,579
 219,730
 1,330,852
 963,118
December 31, 2017442,364
 189,434
 1,629,451
 903,373
December 31, 2016343,515
 126,928
 1,215,861
 673,085
Proved Undeveloped Reserves:       
December 31, 201843,431
 21,184
 127,722
 85,902
December 31, 201740,525
 21,063
 122,429
 81,993
December 31, 201634,681
 10,013
 48,868
 52,840
Proved undeveloped reserves activity is as follows (in MBOE): 
Year Ended December 31, 20182019 
Beginning proved undeveloped reserves81,99385,902 
Revisions of previous estimates1,590(8,030)
Extensions and discoveries23,04536,019 
Sales of minerals-in-place(29,295)
Transfers to proved developed(20,726(26,941))
Ending proved undeveloped reserves85,90257,655 
As of December 31, 2018,2019, the Company had 13460 proved undeveloped well locations as compared to 134 and 90 atfor both December 31, 20172018 and 2016, respectively.2017. The Company has no proved undeveloped well locations that are scheduled to be drilled more than five years from their original date of booking.
The changes in proved undeveloped reserves during 20182019 were comprised of the following items:
Revisions of previous estimates. Revisions of previous estimates were primarily comprised of 2eight MMBOE of positive revisions that were related to pricing andnegative technical revisions.revisions, primarily due to proved undeveloped reserves reclassified to unproved reserves because they are no longer expected to be developed within five years of the date of their initial recognition.
Extensions and discoveries. Extensions and discoveries were primarily comprised of proved reserve additions attributable to the Company's successful horizontal drilling program in the Spraberry/Wolfcamp oil field.field in the Permian Basin.
Transfers to proved developed. Transfers to proved developed reserves represented those undeveloped proved reserves that moved to proved developed as a result of development drilling. During 2018,2019, the Company incurred $949$743 million of development costs and developed 2531 percent of its 2018 proved undeveloped reserves.
The Company uses both public and proprietary geologic data to establish continuity of the formation and its producing properties. This included seismic data and interpretations (2-D, 3-D and micro seismic); open hole log information (both vertical and horizontally collected) and petrophysical analysis of the log data; mud logs; gas sample analysis; drill cutting samples; measurements of total organic content; thermal maturity; sidewall cores and data measured from the Company's internal core analysis facility. After the geologic area was shown to be continuous, statistical analysis of existing producing wells was conducted to generate areas of reasonable certainty at distances from established production. As a result of this analysis, proved undeveloped reserves for drilling locations within these areas of reasonable certainty were recorded during 2018.

2019.
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While the Company expects, based on Management's Price Outlooks, that future operating cash flows will provide adequate funding for future development of its proved undeveloped reserves over the next five years, it may also use any combination of internally-generated cash flows, cash and cash equivalents on hand, sales of short-term and long-term investments, availability under its credit facility, proceeds from divestitures of nonstrategic assets or external financing sources to fund these and other capital expenditures, including exploratory drilling and acquisitions.
The estimated timing and cash flows of developing proved undeveloped reserves are as follows:
As of December 31, 2019
Estimated
Future
Production
(MBOE)
Future Cash
Inflows
Future
Production
Costs
Future
Development
Costs
Future Net
Cash Flows
(in millions)
Year Ended December 31, (a)
20203,482  $156  $23  $269  $(136) 
20215,123  218  38  179   
20226,034  242  45  51  146  
20234,870  182  39   139  
20243,702  134  31  —  103  
Thereafter (b)34,444  1,233  462   766  
Total57,655  $2,165  $638  $508  $1,019  
 As of December 31, 2018
 
Estimated
Future
Production
(MBOE)
 
Future Cash
Inflows
 
Future
Production
Costs
 
Future
Development
Costs
 
Future Net
Cash Flows
   (in millions)
Year Ended December 31, (a)         
20193,312
 $162
 $22
 $283
 $(143)
20207,867
 348
 59
 220
 69
20219,752
 379
 81
 143
 155
202211,562
 444
 96
 197
 151
20238,312
 316
 70
 2
 244
Thereafter (b)45,097
 1,819
 505
 11
 1,303
 85,902
 $3,468
 $833
 $856
 $1,779
______________________ 
(a)Production and cash flows represent the drilling results from the respective year plus the incremental effects of proved undeveloped drilling beginning in 2019.
(b)The $11 million of future development costs represents net abandonment costs in years beyond the forecasted years.

(a)Production and cash flows represent the drilling results from the respective year plus the incremental effects of proved undeveloped drilling beginning in 2020.
(b)Future development costs represent $5 million of net abandonment costs in years beyond the forecasted years.
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Standardized Measure of Discounted Future Net Cash Flows
The standardized measure of discounted future net cash flows is computed by applying commodity prices used in determining proved reserves (with consideration of price changes only to the extent provided by contractual arrangements) to the estimated future production of proved reserves less estimated future expenditures (based on year-end estimated costs) to be incurred in developing and producing the proved reserves, discounted using a rate of ten percent per year to reflect the estimated timing of the future cash flows. Future income taxes are calculated by comparing undiscounted future cash flows to the tax basis of oil and gas properties plus available carryforwards and credits and applying the current tax rates to the difference. The discounted future cash flow estimates do not include the effects of the Company's commodity derivative contracts.
Discounted future cash flow estimates like those shown below are not intended to represent estimates of the fair value of oil and gas properties. Estimates of fair value should also consider probable and possible reserves, anticipated future commodity prices, interest rates, changes in development and production costs and risks associated with future production. Because of these and other considerations, any estimate of fair value is necessarily subjective and imprecise.
The standardized measure of discounted future cash flows as well as a rollforward in total for each respective year are as follows:
 December 31,
 201920182017
(in millions)
Oil and gas producing activities:
Future cash inflows$40,902  $43,057  $31,716  
Future production costs(19,687) (16,800) (13,304) 
Future development costs (a)(1,858) (1,613) (1,532) 
Future income tax expense(1,096) (1,461) (725) 
Standardized measure of future cash flows18,261  23,183  16,155  
Ten percent annual discount factor(8,527) (11,850) (8,004) 
Standardized measure of discounted future cash flows$9,734  $11,333  $8,151  
 December 31,
 2018 2017 2016
 (in millions)
Oil and gas producing activities:     
Future cash inflows$43,057
 $31,716
 $19,313
Future production costs(16,800) (13,304) (10,462)
Future development costs (a)(1,613) (1,532) (1,189)
Future income tax expense(1,461) (725) (55)
 23,183
 16,155
 7,607
Ten percent annual discount factor(11,850) (8,004) (3,417)
Standardized measure of discounted future cash flows$11,333
 $8,151
 $4,190
 __________________
 __________________
(a)
Includes $621 million, $639 million and $603 million of undiscounted future asset retirement expenditures estimated as of December 31, 2018, 2017 and 2016, respectively, using current estimates of future abandonment costs. See Note 9 for additional information.

(a)Includes $584 million, $621 million and $639 million of undiscounted future asset retirement expenditures estimated as of December 31, 2019, 2018 and 2017, respectively, using current estimates of future abandonment costs at the end of each year. See Note 9 for additional information.
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Changes in Standardized Measure of Discounted Future Net Cash Flows
 Year Ended December 31,
 201920182017
 (in millions)
Oil and gas sales, net of production costs$(3,569) $(3,673) $(2,713) 
Revisions of previous estimates:
Net changes in prices and production costs(2,935) 2,067  2,690  
Changes in future development costs(454) (299) (130) 
Revisions in quantities(174) (283) 467  
Accretion of discount985  1,163  770  
Extensions, discoveries and improved recovery4,541  5,053  3,454  
Development costs incurred during the period183  177  139  
Sales of minerals-in-place(541) (287) (57) 
Purchases of minerals-in-place—  —  10  
Change in present value of future net revenues(1,964) 3,918  4,630  
Net change in present value of future income taxes365  (736) (669) 
(1,599) 3,182  3,961  
Balance, beginning of year11,333  8,151  4,190  
Balance, end of year$9,734  $11,333  $8,151  

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 Year Ended December 31,
 2018 2017 2016
 (in millions)
Oil and gas sales, net of production costs$(3,673) $(2,713) $(1,700)
Revisions of previous estimates:     
Net changes in prices and production costs2,067
 2,690
 (284)
Changes in future development costs(299) (130) 39
Revisions in quantities(283) 467
 (50)
Accretion of discount1,163
 770
 552
Extensions, discoveries and improved recovery5,053
 3,454
 2,275
Development costs incurred during the period177
 139
 142
Sales of minerals-in-place(287) (57) (12)
Purchases of minerals-in-place
 10
 39
Change in present value of future net revenues3,918
 4,630
 1,001
Net change in present value of future income taxes(736) (669) (55)
 3,182
 3,961
 946
Balance, beginning of year8,151
 4,190
 3,244
Balance, end of year$11,333
 $8,151
 $4,190

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Selected Quarterly Financial Results
Selected quarterly financial results with adjustments to conform to annual results, are as follows:
 Quarter
 FirstSecondThirdFourth
 (in millions, except per share data)
Year Ended December 31, 2019:
Oil and gas revenues$1,135  $1,196  $1,235  $1,349  
Derivative gain (loss), net$(13) $43  $121  $(116) 
Total revenues and other income$2,413  $1,923  $2,325  $2,643  
Total costs and expenses$1,960  $2,139  $2,022  $2,195  
Net income (loss) attributable to common stockholders$350  $(169) $231  $344  
Net income (loss) per share attributable to common stockholders:
Basic$2.06  $(1.01) $1.38  $2.06  
Diluted$2.06  $(1.01) $1.38  $2.06  
Year Ended December 31, 2018:
Oil and gas revenues$1,266  $1,286  $1,317  $1,122  
Derivative gain (loss), net$(208) $(358) $(135) $409  
Total revenues and other income$2,150  $2,111  $2,476  2,677  
Impairment of oil and gas properties (a)$—  $77  $—  $—  
Total costs and expenses$1,922  $2,029  $1,947  $2,265  
Net income attributable to common stockholders$178  $66  $411  $324  
Net income per share attributable to common stockholders:
Basic$1.04  $0.38  $2.40  $1.89  
Diluted$1.04  $0.38  $2.39  $1.89  
  Quarter
  First Second Third Fourth
  (in millions, except per share data)
Year Ended December 31, 2018:        
Oil and gas revenues $1,266
 $1,286
 $1,317
 $1,122
Derivative gains (losses), net $(208) $(358) $(135) $409
Total revenues and other income $2,150
 $2,111
 $2,476
 $2,677
Impairment of oil and gas properties (a) $
 $77
 $
 $
Total costs and expenses $1,922
 $2,029
 $1,947
 $2,265
Net income attributable to common stockholders $178
 $66
 $411
 $324
Net income attributable to common stockholders per share:       

Basic $1.04
 $0.38
 $2.40
 $1.89
Diluted $1.04
 $0.38
 $2.39
 $1.89
Year Ended December 31, 2017:        
Oil and gas revenues $809
 $768
 $855
 $1,085
Derivative gains (losses), net $151
 $135
 $(133) $(254)
Total revenues and other income $1,300
 $1,462
 $1,167
 1,526
Impairment of oil and gas properties (b) $285
 $
 $
 $
Total costs and expenses $1,373
 $1,108
 $1,201
 $1,464
Net income (loss) attributable to common stockholders $(42) $233
 $(23) $665
Net income (loss) attributable to common stockholders per share:        
Basic $(0.25) $1.36
 $(0.13) $3.88
Diluted $(0.25) $1.36
 $(0.13) $3.87
_____________________
_____________________

(a)During the second quarter of 2018, the Company impaired the carrying value of proved properties and related assets in the Raton Basin gas field (sold July 2018).
(b)During the first quarter of 2017, the Company impaired the carrying value of proved properties in the Raton Basin gas field (sold July 2018).

(a)During the second quarter of 2018, the Company impaired the carrying value of proved properties and related assets in the Raton Basin gas field (sold July 2018).

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.CONTROLS AND PROCEDURES
ITEM 9A.CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Company's management, with the participation of its principal executive officer and principal financial officer, have evaluated, as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 ("the Exchange Act"), the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Report. Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective, as of the end of the period covered by this Report, in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including that such information is accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting. There have been no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended December 31, 20182019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed by or under the supervision of the Company's principal executive officer and principal financial officer and effected by the board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with generally accepted accounting principles.
The Company's management, with the participation of its principal executive officer and principal financial officer assessed the effectiveness, as of December 31, 2018,2019, of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in "Internal Control — Integrated Framework (2013)," issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management determined that the Company maintained effective internal control over financial reporting at a reasonable assurance level as of December 31, 2018,2019, based on those criteria.
Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2018.2019. The report, which expresses an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2018,2019, is included in this Item under the heading "Report of Independent Registered Public Accounting Firm."

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Pioneer Natural Resources Company
Opinion on Internal Control over Financial Reporting
We have audited Pioneer Natural Resources Company's internal control over financial reporting as of December 31, 2018,2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Pioneer Natural Resources Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Pioneer Natural Resources Company as of December 31, 20182019 and 2017,2018, and the related consolidated statements of operations, equity and cash flows for each of the three years in the period ended December 31, 2018,2019, and the related notes and our report dated February 26, 201924, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Ernst & Young LLP
Dallas, Texas
February 26, 201924, 2020




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ITEM 9B.OTHER INFORMATION
ITEM 9B.OTHER INFORMATION
None.
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The names of the executive officers of the Company and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I of this Report. The other information required in response to this Item will be set forth in the Company's definitive proxy statement for the annual meeting of stockholders to be held in May 20192020 and is incorporated herein by reference. 
ITEM 11.EXECUTIVE COMPENSATION
ITEM 11.EXECUTIVE COMPENSATION
The information required in response to this Item will be set forth in the Company's definitive proxy statement for the annual meeting of stockholders to be held in May 20192020 and is incorporated herein by reference.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance under Equity Compensation Plans
Summarized information about the Company's equity compensation plans is as follows:
As of December 31, 2019
Number of securities to be issued upon exercise of
outstanding options,
warrants and rights (a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of securities remaining
available for future issuance under equity compensation
plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders:
2006 Long-Term Incentive Plan (b)(c)121,953  $106.04  4,228,118  
Employee Stock Purchase Plan (d)—  —  193,062  
121,953  $106.04  4,421,180  
 As of December 31, 2018
 
Number of securities 
to be issued upon exercise of
outstanding options,
warrants and rights (a)
 
Weighted-average
exercise price of
outstanding
options, warrants
and rights
 
Number of securities remaining
available for future issuance under equity compensation
plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders:     
2006 Long-Term Incentive Plan (b)(c)131,630
 $99.39
 4,853,384
Employee Stock Purchase Plan (d)
 
 247,567
 131,630
 $99.39
 5,100,951
_______________________
_______________________
(a)There are no outstanding warrants or equity rights awarded under the Company's equity compensation plans.
(a)There are no outstanding warrants or equity rights awarded under the Company's equity compensation plans.
(b)In May 2006, the stockholders of the Company approved the 2006 Long-Term Incentive Plan, which provided for the issuance of up to 9.1 million securities, as was supplementally approved by the stockholders of the Company in May 2009. In May 2016, the stockholders of the Company approved a 3.5 million increase in the number of securities available for issuance under the plan. Awards under the 2006 Long-Term Incentive Plan can be in the form of stock options, stock appreciation rights, performance units, restricted stock and restricted stock units.
(c)The number of securities remaining for future issuance has been reduced by the maximum number of shares that could be issued pursuant to outstanding grants of performance units as of December 31, 2018.
(d)The number of remaining securities available for future issuance under the Company's Employee Stock Purchase Plan is based on the aggregate authorized issuances of 1,250,000 shares less 1,002,433 cumulative shares issued through December 31, 2018.
(b)The number of remaining securities available for future issuance under the Company's 2006 Long-Term Incentive Plan is based on the aggregate securities authorized for issuance under the plan of 12,600,000. Awards under the 2006 Long-Term Incentive Plan can be in the form of stock options, stock appreciation rights, performance units, restricted stock and restricted stock units.
(c)The number of securities remaining for future issuance has been reduced by the maximum number of shares that could be issued pursuant to outstanding grants of performance units as of December 31, 2019.
(d)The number of remaining securities available for future issuance under the Company's Employee Stock Purchase Plan is based on the aggregate securities authorized for issuance under the plan of 1,250,000.
See Note 8 of Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" for additional information.
The remaining information required in response to this Item will be set forth in the Company's definitive proxy statement for the annual meeting of stockholders to be held in May 20192020 and is incorporated herein by reference.


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PIONEER NATURAL RESOURCES COMPANY

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required in response to this Item will be set forth in the Company's definitive proxy statement for the annual meeting of stockholders to be held in May 20192020 and is incorporated herein by reference. 
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required in response to this Item will be set forth in the Company's definitive proxy statement for the annual meeting of stockholders to be held in May 20192020 and is incorporated herein by reference.
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Listing of Financial Statements
(a)Listing of Financial Statements
Financial Statements
The following consolidated financial statements of the Company are included in "Item 8. Financial Statements and Supplementary Data:"
Report of Independent Registered Pubic Accounting Firm
Consolidated Balance Sheets as of December 31, 20182019 and 2017
2018
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 2017 and 2016
2017
Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 2017 and 2016
2017
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 2017 and 2016
2017
Notes to Consolidated Financial Statements
Unaudited Supplementary Information
(b)Exhibits
(b) Exhibits
The exhibits to this Report that are required to be filed pursuant to Item 15(b) are listed below.
(c)Financial Statement Schedules
(c) Financial Statement Schedules
No financial statement schedules are required to be filed as part of this Report or they are inapplicable.

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PIONEER NATURAL RESOURCES COMPANY

Exhibits
Exhibit

Number
Description
3.1
3.2
4.1
4.2
4.3
4.4
4.54.3 
4.64.4 
4.74.5 
4.84.6
10.14.7(a)
10.1
10.2 H
10.3 H
10.4 H
10.5 H
10.6 H
10.7 H
10.8 H
10.9 H
10.10 H
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PIONEER NATURAL RESOURCES COMPANY
10.11 H
10.12 H
10.13 H
10.14 H
10.15H
10.16 H
10.17 10.16 H
10.18 10.17 H
10.19 H
10.20 H
10.21 10.18 H
10.22 10.19 H
10.23 10.20 H
10.24 10.21 H
10.25 10.22 H
10.26 10.23 H
10.27 10.24 H
120

PIONEER NATURAL RESOURCES COMPANY
10.2810.25 H
10.2910.26 H
10.3010.27 H
10.31 10.28 H
10.32 10.29H
10.33 10.30H
10.34 10.31 H
10.32 H
10.35 10.33 H
10.36 10.34 H
10.37 10.35 H
10.38 10.36 H
10.39 10.37 H
10.40 10.38 H
10.4110.39 H
10.42 10.40 H
10.4310.41 H
10.44 10.42 H
10.45 10.43 H
10.46 
10.44 H
121

PIONEER NATURAL RESOURCES COMPANY
10.47 
10.45 H (a)
10.48 10.46 H
10.49 10.47 H
10.50 H
10.51 10.48 H
10.52 H
10.53 H
10.54 H
10.55 10.49 H
10.56 H (a)
10.57 H
10.58 10.50 H
10.59 H
10.60 10.51 H
10.61 H
10.62 H
10.63 10.52 H
10.64 10.53 H
10.65 10.54 H
10.66 10.55 H
10.67 
10.56 H
10.68 10.57 H
10.69 10.58 H
10.59 H
122

PIONEER NATURAL RESOURCES COMPANY
10.60 H
10.70 10.61 H (a)
10.71 H
21.1 (a)
23.1 (a)
23.2 (a)
31.1 (a)
31.2 (a)
32.1 (b)
32.2 (b)
95.199.1 (a)
99.1 (a)
101. INS (a)Inline XBRL Instance Document.Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101. SCH (a)Inline XBRL Taxonomy Extension Schema.Schema Document.
101. CAL (a)
101. DEF (a)
101. LAB (a)
101. PRE (a)
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 __________________________
(a)Filed herewith.
(b)Furnished herewith.
HExecutive Compensation Plan or Arrangement.


116
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PIONEER NATURAL RESOURCES COMPANY


117

PIONEER NATURAL RESOURCES COMPANY


118

PIONEER NATURAL RESOURCES COMPANY


119

PIONEER NATURAL RESOURCES COMPANY


120

PIONEER NATURAL RESOURCES COMPANY

 __________________________
(a)Filed herewith.
(b)Furnished herewith.
HExecutive Compensation Plan or Arrangement.


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PIONEER NATURAL RESOURCES COMPANY

ITEM 16.FORM 10-K SUMMARY
None.
124

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PIONEER NATURAL RESOURCES COMPANY
Date:February 24, 2020
PIONEER NATURAL RESOURCES COMPANY
Date:By:February 26, 2019
By:/s/ Scott D. Sheffield
Scott D. Sheffield,

President and Chief Executive Officer


122
125


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SignatureTitleDate
SignatureTitleDate
/s/ Scott D. Sheffield
President and Chief Executive Officer (principal
(principal
executive officer)


February 26, 201924, 2020
Scott D. Sheffield
/s/ Richard P. Dealy
Executive Vice President and Chief Financial Officer

(principal financial officer)
February 26, 201924, 2020
Richard P. Dealy
/s/ Margaret M. Montemayor
Vice President and Chief Accounting Officer

(principal accounting officer)
February 26, 201924, 2020
Margaret M. Montemayor
/s/ J. Kenneth Thompson
Chairman of the Board


February 26, 201924, 2020
J. Kenneth Thompson
/s/ Edison C. BuchananDirectorFebruary 26, 201924, 2020
Edison C. Buchanan
/s/ Andrew F. CatesDirectorFebruary 26, 201924, 2020
Andrew F. Cates
/s/ Phillip A. GobeDirectorFebruary 26, 201924, 2020
Phillip A. Gobe
/s/ Larry R. GrillotDirectorFebruary 26, 201924, 2020
Larry R. Grillot
/s/ Stacy P. MethvinDirectorFebruary 26, 201924, 2020
Stacy P. Methvin
/s/ Royce W. MitchellDirectorFebruary 26, 201924, 2020
Royce W. Mitchell
/s/ Frank A. RischDirectorFebruary 26, 201924, 2020
Frank A. Risch
/s/ Mona K. SutphenDirectorFebruary 26, 201924, 2020
Mona K. Sutphen
/s/ Phoebe A. WoodDirectorFebruary 26, 201924, 2020
Phoebe A. Wood
/s/ Michael D. WortleyDirectorFebruary 26, 201924, 2020
Michael D. Wortley


123
126