UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2017~~2018



¨	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

(Exact name of Registrant as specified in its charter)



Delaware		75-2702753
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5205 N. O'Connor Blvd., Suite 200, Irving, Texas		75039
(Address of principal executive offices)		(Zip Code)

(972) 444-9001

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	¨

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	¨

		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 Exchange Act).

Yes ¨ No ý

Number of shares of Common Stock outstanding as of ~~July 28, 2017 170,097,565~~August 6, 2018 170,401,224

PIONEER NATURAL RESOURCES COMPANY

TABLE OF CONTENTS



		Page
Cautionary Statement Concerning Forward-Looking Statements		3

Definitions of Certain Terms and Conventions Used Herein		4

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of June 30, ~~2017~~2018 and December 31, ~~2016~~2017	5

	Consolidated Statements of Operations for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017	7

	Consolidated Statement of Equity for the six months ended June 30, ~~2017~~2018	8

	Consolidated Statements of Cash Flows for the six months ended June 30, ~~2017~~2018 and ~~2016~~2017	9

	Notes to Consolidated Financial Statements	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2425

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3336

Item 4.	Controls and Procedures	3740

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3841

Item 1A.	Risk Factors	3841

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3841

Item 4.	Mine Safety Disclosures	3841

Item 6.	Exhibits	3942

Signatures		40

~~Exhibit Index~~		4143

PIONEER NATURAL RESOURCES COMPANY

Cautionary Statement Concerning Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q (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 Pioneer Natural Resources Company ("Pioneer" or 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.

These risks and uncertainties include, among other things, volatility of commodity prices, product supply and demand, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, completion of planned divestitures, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company's drilling and operating activities, access to and availability of transportation, processing, fractionation, refining and ~~refining~~export facilities, Pioneer's ability to replace reserves, implement its business plans or complete its development activities as scheduled, access to and cost of capital, the financial strength of counterparties to Pioneer's credit facility, investment instruments and derivative contracts and purchasers of Pioneer's oil, NGL and gas production, uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future, the assumptions underlying production forecasts, quality of technical data, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks, ability to implement planned stock repurchases, the risks associated with the ownership and operation of the Company's industrial sand mining and oilfield services businesses, and acts of war or terrorism. These and other risks are described in the Company's Annual Report on Form 10-K, this and other Quarterly Reports on Form 10-Q and other filings with the United States Securities and Exchange Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse effect on it. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. See "Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," "Part 1, Item 3. Quantitative and Qualitative Disclosures About Market Risk" and "Part II, Item 1A. Risk Factors" in this Report and "Part I, Item 1. Business — Competition, Markets and Regulations," "Part I, Item 1A. Risk Factors," "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 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.

PIONEER NATURAL RESOURCES COMPANY

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.

"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.

"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.

"Conway" means the daily average natural gas liquids components as priced in Oil Price Information Service ("OPIS") in the table "U.S. and Canada LP – Gas Weekly Averages" at Conway, Kansas.

"DD&A" means depletion, depreciation and amortization.

"GAAP" means accounting principles that are generally accepted in the United States of America.

"HH" means Henry Hub, a distribution hub on the natural gas pipeline in Louisiana that serves as the delivery location for futures contracts on the NYMEX.

"LIBOR" means London Interbank Offered Rate, which is a market rate of interest.

"LLS" means Louisiana Light Sweet oil, a light, sweet blend of oil produced from the Gulf of Mexico.

"Mcf" means one thousand cubic feet and is a measure of gas volume.

"MMBtu" means one million Btus.

"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" means natural gas liquid.

"NYMEX" means the New York Mercantile Exchange.

"Pioneer" or the "Company" means Pioneer Natural Resources Company and its subsidiaries.

"Proved reserves" mean the quantities of oil and gas, which, by analysis of geoscience 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.

(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 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.

"U.S." means United States.

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.

Unless otherwise indicated, all currency amounts are expressed in U.S. dollars.

"WTI" means West Texas Intermediate oil, a light, sweet blend of oil produced from the fields in western Texas.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PIONEER NATURAL RESOURCES COMPANY

CONSOLIDATED BALANCE SHEETS

(in millions)


	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	660		$	1,118		$	792		$	896
Short-term investments	1,539			1,441			391			1,213
Accounts receivable:
Trade, net	491			517			853			644
Due from affiliates	—			1			—			1
Income taxes receivable	1			3			7			7
Inventories	192			181			236			212
Assets held for sale							155			—
Derivatives	156			14			2			11
Other	25			23			23			23
Total current assets	3,064			3,298			2,459			3,007
Property, plant and equipment, at cost:
Oil and gas properties, using the successful efforts method of accounting:
Proved properties	18,983			18,566			19,990			20,404
Unproved properties	518			486			570			558
Accumulated depletion, depreciation and amortization	(8,505		)	(8,211		)	(8,070		)	(9,196		)
Total property, plant and equipment	10,996			10,841			12,490			11,766
Long-term investments	187			420			313			66
Goodwill	270			272			269			270
Other property and equipment, net	1,622			1,529			1,805			1,762
Derivatives	29			—
Other assets, net	103			99			113			132
	$	16,271		$	16,459		$	17,449		$	17,003

The financial information included as of June 30, ~~2017~~2018 has been prepared by management

without audit by independent registered public accountants.

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

PIONEER NATURAL RESOURCES COMPANY

CONSOLIDATED BALANCE SHEETS (continued)

(in millions, except share data)


	June 30, 2017			December 31, 2016			June 30, 2018			December 31, 2017
	(Unaudited)						(Unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable:
Trade	$	881		$	741		$	1,432		$	1,174
Due to affiliates	63			134			91			108
Interest payable	59			68			53			59
Current portion of long-term debt	449			485			—			449
Liabilities held for sale							74			—
Derivatives	3			77			512			232
Other	103			61			100			106
Total current liabilities	1,558			1,566			2,262			2,128
Long-term debt	2,281			2,728			2,285			2,283
Derivatives	1			7			89			23
Deferred income taxes	1,487			1,397			947			899
Other liabilities	342			350			382			391
Equity:
Common stock, $.01 par value; 500,000,000 shares authorized; 173,782,802 and 173,221,845 shares issued as of June 30, 2017 and December 31, 2016, respectively	2			2
Common stock, $.01 par value; 500,000,000 shares authorized; 174,294,691 and 173,796,743 shares issued as of June 30, 2018 and December 31, 2017, respectively							2			2
Additional paid-in capital	8,937			8,892			9,015			8,974
Treasury stock at cost: 3,685,802 and 3,497,742 shares as of June 30, 2017 and December 31, 2016, respectively	(254		)	(218		)
Treasury stock at cost: 3,893,965 and 3,608,132 shares as of June 30, 2018 and December 31, 2017, respectively							(299		)	(249		)
Retained earnings	1,912			1,728			2,764			2,547
Total equity attributable to common stockholders	10,597			10,404			11,482			11,274
Noncontrolling interests in consolidated subsidiaries	5			7			2			5
Total equity	10,602			10,411			11,484			11,279
Commitments and contingencies
	$	16,271		$	16,459		$	17,449		$	17,003

The financial information included as of June 30, ~~2017~~2018 has been prepared by management

without audit by independent registered public accountants.

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

PIONEER NATURAL RESOURCES COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(Unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
2017 2016 2017 2016
Revenues and other income:
Oil and gas $ 768
$ 613
$ 1,577
$ 1,022
Sales of purchased oil and gas 517
395
1,001
618
Interest and other 16
6
30
13
Derivative gains (losses), net 135
(229 ) 286
(186 )
Gain on disposition of assets, net 194
1
205
3
1,630
786
3,099
1,470
Costs and expenses:
Oil and gas production 147
141
288
297
Production and ad valorem taxes 51
36
99
65
Depletion, depreciation and amortization 341
384
678
737
Purchased oil and gas 531
410
1,034
653
Impairment of oil and gas properties —
—
285
32
Exploration and abandonments 26
18
59
77
General and administrative 81
80
165
154
Accretion of discount on asset retirement obligations 5
5
10
9
Interest 35
56
81
111
Other 59
67
119
154
1,276
1,197
2,818
2,289
Income (loss) before income taxes 354
(411 ) 281
(819 )
Income tax benefit (provision) (121 ) 143
(90 ) 284
Net income (loss) attributable to common stockholders $ 233
$ (268 ) $ 191
$ (535 )

Basic and diluted net income (loss) per share attributable to common stockholders $ 1.36
$ (1.63 ) $ 1.11
$ (3.28 )

Basic and diluted weighted average shares outstanding 170
164
170
163

Dividends declared per share $ —
$ —
$ 0.04
$ 0.04



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Revenues and other income:
Oil and gas	$	1,286		$	768		$	2,552		$	1,577
Sales of purchased oil and gas	1,095			349			2,166			664
Interest and other	9			16			26			30
Derivative gains (losses), net	(358		)	135			(566		)	286
Gain on disposition of assets, net	79			194			83			205
	2,111			1,462			4,261			2,762
Costs and expenses:
Oil and gas production	243			147			456			288
Production and ad valorem taxes	70			51			146			99
Depletion, depreciation and amortization	378			341			735			678
Purchased oil and gas	1,026			363			2,080			697
Impairment of oil and gas properties	77			—			77			285
Exploration and abandonments	28			26			63			59
General and administrative	95			81			185			165
Accretion of discount on asset retirement obligations	4			5			8			10
Interest	32			35			68			81
Other	76			59			133			119
	2,029			1,108			3,951			2,481
Income before income taxes	82			354			310			281
Income tax provision	(19		)	(121		)	(69		)	(90		)
Net income	63			233			241			191
Net loss attributable to noncontrolling interests	3			—			3			—
Net income attributable to common stockholders	$	66		$	233		$	244		$	191

Basic and diluted net income per share attributable to common stockholders	$	0.38		$	1.36		$	1.42		$	1.11

Weighted average shares outstanding:
Basic	170			170			170			170
Diluted	171			170			171			170

Dividends declared per share	$	—		$	—		$	0.16		$	0.04

The financial information included herein has been prepared by management

without audit by independent registered public accountants.

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

PIONEER NATURAL RESOURCES COMPANY

CONSOLIDATED STATEMENT OF EQUITY

(in millions, except share data and dividends per share)

(Unaudited)


			Equity Attributable To Common Stockholders																		Equity Attributable To Common Stockholders
	Shares Outstanding		Common Stock		Additional Paid-in Capital		Treasury Stock			Retained Earnings			Noncontrolling Interests			Total Equity			Shares Outstanding		Common Stock		Additional Paid-in Capital		Treasury Stock			Retained Earnings			Noncontrolling Interests			Total Equity
	(in thousands)																		(in thousands)
Balance as of December 31, 2016	169,724		$	2	$	8,892	$	(218	)	$	1,728		$	7		$	10,411
Dividends declared ($0.04 per share)	—		—		—		—			(7		)	—			(7		)
Balance as of December 31, 2017																			170,189		$	2	$	8,974	$	(249	)	$	2,547		$	5		$	11,279
Dividends declared ($0.16 per share)																			—		—		—		—			(27		)	—			(27		)
Exercise of long-term incentive stock options and employee stock purchases																			7		—		—		1			—			—			1
Purchases of treasury stock	(188	)	—		—		(36		)	—			—			(36		)	(293	)	—		—		(51		)	—			—			(51		)
Compensation costs:
Vested compensation awards	561		—		—		—			—			—			—			498		—		—		—			—			—			—
Compensation costs included in net income	—		—		43		—			—			—			43			—		—		41		—			—			—			41
Purchase of noncontrolling interest	—		—		2		—			—			(2		)	—
Net income	—		—		—		—			191			—			191			—		—		—		—			244			(3		)	241
Balance as of June 30, 2017	170,097		$	2	$	8,937	$	(254	)	$	1,912		$	5		$	10,602
Balance as of June 30, 2018																			170,401		$	2	$	9,015	$	(299	)	$	2,764		$	2		$	11,484

The financial information included herein has been prepared by management

without audit by independent registered public accountants.

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

PIONEER NATURAL RESOURCES COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


	Six Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2018			2017
Cash flows from operating activities:
Net income (loss)	$	191		$	(535	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	241		$	191
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation and amortization	678			737			735			678
Impairment of oil and gas properties	285			32			77			285
Impairment of inventory and other property and equipment	1			5			6			1
Exploration expenses, including dry holes	18			40			9			18
Deferred income taxes	90			(284		)	69			90
Gain on disposition of assets, net	(205		)	(3		)	(83		)	(205		)
Accretion of discount on asset retirement obligations	10			9			8			10
Interest expense	2			9			2			2
Derivative related activity	(251		)	535			355			(251		)
Amortization of stock-based compensation	43			44			41			43
Other	34			34			39			40
Change in operating assets and liabilities:
Accounts receivable	27			(51		)	(208		)	27
Income taxes receivable	2			39			—			2
Inventories	(11		)	(12		)	(35		)	(11		)
Derivatives	—			(12		)
Investments	3			—			6			1
Other current assets	1			—			(7		)	1
Accounts payable	(42		)	(60		)	218			(42		)
Interest payable	(9		)	20			(5		)	(9		)
Income taxes payable	—			(2		)
Other current liabilities	(24		)	(26		)	(12		)	(24		)
Net cash provided by operating activities	843			519			1,456			847
Cash flows from investing activities:
Proceeds from disposition of assets, net of cash sold	345			2
Proceeds from disposition of assets							111			345
Proceeds from investments	878			1			1,049			878
Purchase of investments	(746		)	(1,495		)	(482		)	(750		)
Additions to oil and gas properties	(1,074		)	(971		)	(1,588		)	(1,074		)
Additions to other assets and other property and equipment, net	(176		)	(126		)	(116		)	(176		)
Net cash used in investing activities	(773		)	(2,589		)	(1,026		)	(777		)
Cash flows from financing activities:
Principal payments on long-term debt	(485		)	—			(450		)	(485		)
Proceeds from issuance of common stock, net of issuance costs	—			2,534
Exercise of long-term incentive plan stock options and employee stock purchases							1			—
Purchases of treasury stock	(36		)	(23		)	(51		)	(36		)
Payments of other liabilities							(7		)	—
Dividends paid	(7		)	(7		)	(27		)	(7		)
Net cash provided by (used in) financing activities	(528		)	2,504
Net increase (decrease) in cash and cash equivalents	(458		)	434
Net cash used in financing activities							(534		)	(528		)
Net decrease in cash and cash equivalents							(104		)	(458		)
Cash and cash equivalents, beginning of period	1,118			1,391			896			1,118
Cash and cash equivalents, end of period	$	660		$	1,825		$	792		$	660

The financial information included herein has been prepared by management

without audit by independent registered public accountants.

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

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, ~~2017~~2018

(Unaudited)

NOTE A.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, the Eagle Ford Shale play in South Texas, the Raton Basin field in southeast Colorado and the West Panhandle field in the Texas Panhandle.

In April 2018, the Company completed the sale of approximately 10,200 net acres in the western portion of the Eagle Ford Shale ("West Eagle Ford Shale") to an unaffiliated third party for cash proceeds of $103 million, before normal closing adjustments.

In June 2018, the Company entered into a purchase and sale agreement with an unaffiliated third party to sell all of its assets in the Raton Basin for cash proceeds of $79 million, before normal closing adjustments. The sale closed in July 2018.

In July 2018, the Company announced it signed a purchase and sale agreement to sell its assets in the West Panhandle field to an unaffiliated third party for cash proceeds of $201 million, before normal closing adjustments.

See Note 3 for further information regarding the sale of the Company's West Eagle Ford Shale and Raton Basin assets and Note 16 for further information regarding the Company's sale of its West Panhandle field assets.

No assurance can be given that the remaining planned asset divestitures will be completed in accordance with the Company's plan or on terms and at prices acceptable to the Company.

NOTE B.2. Basis of Presentation

Presentation. In the opinion of management, the consolidated financial statements of the Company as of June 30, ~~2017~~2018 and for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017 include all adjustments and accruals, consisting only of normal, recurring accrual adjustments, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed in or omitted from this report pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). These consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017.

Certain reclassifications have been made to the ~~2016~~2017 financial statement and footnote amounts in order to conform to the ~~2017~~2018 presentation.

~~Issuance~~Assets held for sale. On the date at which the Company meets all the held for sale criteria, the Company discontinues the recording of ~~common stock.~~depletion and depreciation of the assets or asset group to be sold and reclassifies the assets and related liabilities to be sold as held for sale in the accompanying consolidated balance sheets. The assets and liabilities are measured at the lower of their carrying amount or estimated fair value less cost to sell. See Note 3 for additional information about the Company's divestitures.

Accounting policy changes. During the ~~first and~~ second ~~quarters~~quarter of ~~2016,~~2018, the Company ~~issued 13.8 million~~made a voluntary change in accounting policy to account for its materials and ~~6.0 million shares~~supplies inventory on a weighted average cost basis, versus using the previous accounting policy of ~~common stock, respectively,~~the first-in-first-out (“FIFO”) 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 ~~received cash proceeds~~supplies inventory and is more widely utilized in the oil and gas industry. This voluntary change in accounting policy did not have a material

Table of ~~$1.6 billion and $937 million, respectively, net~~Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

effect on the Company’s consolidated financial statements for prior periods or for the current period. As such, prior periods have not been restated.

Adoption of ~~associated underwriter discounts and offering expenses.~~

~~New~~new accounting ~~pronouncements.~~standards. In ~~March 2016,~~May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 ("ASC 606"), "Revenue from Contracts with Customers," which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition” ("ASC 605"), and requires entities to recognize 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. The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method. See Note 11 for a discussion of the impact to the Company's recognition of revenue associated with the adoption of ASC 606.

In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as certain classification changes in the statement of cash flows. The Company adopted this standard on January 1, 2017. See Note M14 for a discussion ~~on the impact~~ of the ~~adoption~~impact to the Company's income tax ~~provision.~~provision associated with the adoption of ASU 2016-09.

New accounting pronouncements. In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 requires the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and makes certain changes to the ~~way~~accounting for lease ~~expenses are accounted for.~~expenses. This update is effective for fiscal years beginning after December 15, 2018 and for interim periods beginning the following year. This update should be applied using a modified retrospective approach, and early adoption is permitted. The Company anticipates that the adoption of ASU 2016-02 for its leasing arrangements will likely (i) increase the Company's recorded assets and liabilities, (ii) increase depreciation, depletion and amortization expense, (iii) increase interest expense and (iv) decrease lease/rental expense. The Company is currently evaluating each of its lease arrangements and has not determined the aggregate amount of change expected for each category.

NOTE 3. Divestitures

In ~~May 2014,~~February 2018, the ~~FASB issued ASU 2014-09, "Revenue from Contracts~~Company announced its intention to divest its properties in the South Texas, Raton and West Panhandle fields and focus its efforts and capital resources on its Permian Basin assets.

In April 2018, the Company completed the sale of approximately 10,200 net acres in the West Eagle Ford Shale to an unaffiliated third party for cash proceeds of $103 million, before normal closing adjustments. During the second quarter of 2018, the Company recognized a gain of $78 million associated with ~~Customers (Topic 606)," which supersedes~~this divestiture.

In June 2018, the ~~revenue recognition requirements~~Company entered into a purchase and sale agreement with an unaffiliated third party to sell all of its assets in ~~Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition," and most industry-specific guidance. ASU 2014-09 is based on~~ the ~~principle that revenue is recognized~~Raton Basin for cash proceeds of $79 million, before normal closing adjustments. Associated with the sale, the Company recorded a noncash impairment charge of $77 million in June 2018 to ~~depict~~reduce the ~~transfer~~carrying value of ~~goods or services~~its Raton Basin assets to ~~customers in an amount that reflects the consideration~~their estimated fair value less costs to ~~which the entity expects to be entitled in exchange~~sell. See Note 4 for ~~those goods or services. ASU 2014-09 also requires~~ additional ~~disclosure~~information about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for one year to fiscal years beginning after December 15, 2017. Early adoption is permitted for fiscal years beginning after December 15, 2016. In May 2016, the FASB issued ASU 2016-11, which rescinded guidance from the SEC on accounting for gas balancing arrangements and will eliminate the use of the entitlements method. Entities have the option of using either a full retrospective or modified approach to adopt these new standards.Raton Basin impairment charge. The Company ~~plans~~classified its Raton Basin assets and liabilities as held for sale in the accompanying consolidated balance sheet as of June 30, 2018. The sale closed in July 2018.

In July 2018, the Company signed a purchase and sale agreement to ~~utilize~~sell its assets in the ~~modified approach~~West Panhandle field to ~~adopt~~an unaffiliated third party for cash proceeds of $201 million, before normal closing adjustments. See Note 16 for further information regarding the ~~new standards upon their effective dates.~~Company's sale of its West Panhandle field assets.

The held for sale assets and liabilities in the accompanying consolidated balance sheet as of June 30, 2018 relate primarily to the Raton Basin assets. The Company ~~is evaluating the new guidance, including identifying revenue~~had no assets held for sale as of December 31, 2017.

1011

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PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, ~~2017~~2018

(Unaudited)

~~streams~~



	June 30, 2018
	(in millions)
Composition of assets included in assets held for sale:
Inventories	$	4
Other current assets	1
Oil and gas properties, net	122
Other property and equipment, net	27
Goodwill	1
Total assets	$	155

Composition of liabilities included in liabilities held for sale:
Other current liabilities	3
Other noncurrent liabilities	71
Total liabilities	$	74

No assurance can be given that the remaining planned asset divestitures during 2018 will be completed in accordance with the Company's plan or on terms and ~~reviewing contracts and procedures currently in place. The Company does not anticipate this standard will have a material impact on its consolidated financial statements.~~

~~NOTE C. Acquisitions and Divestitures~~

~~Permian Basin Acquisition.~~ In August 2016, the Company acquired approximately 28,000 net acres in the Permian Basin, with net production of approximately 1,400 barrels of oil equivalent per day ("BOEPD"), from an unaffiliated third party for $428 million, including normal closing adjustments. The acquisition was accounted for using the acquisition method under ASC 805, "Business Combinations," which requires acquired assets and liabilities to be recorded at ~~fair value as of the acquisition date.~~

~~The following table represents the allocation of the acquisition price~~prices acceptable to the ~~assets acquired and the liabilities assumed based on their fair value at the acquisition date (in millions):~~

Assets acquired:
Proved properties $ 79
Unproved properties 347
Other property and equipment 5
Liabilities assumed:
Asset retirement obligations (2 )
Other liabilities (1 )
Net assets acquired $ 428

The fair value measurements of the net assets acquired are based on inputs that are not observable in the market and, therefore, represent Level 3 inputs in the fair value hierarchy (see Note D for a description of the input levels in the fair value hierarchy). The Company calculated the fair values of the acquired proved properties and asset retirement obligations using a discounted future cash flow model that utilizes management's estimates of (i) proved reserves, (ii) forecasted production rates, (iii) future operating, development and plugging and abandonment costs, (iv) future commodity prices and (v) a discount rate of 10 percent for proved properties and seven percent for asset retirement obligations. The Company calculated the fair values of the acquired unproved properties based on the average price per acre in comparable market transactions. The operating results attributable to the acquired assets and liabilities assumed are included in the Company's accompanying consolidated statements of operations since the date of acquisition.

~~Divestitures.~~ ~~For the three and six months ended~~June 30, 2017, the Company recorded net gains on the disposition of assets of $194 million and $205 million, respectively. For the three and six months ended June 30, 2016, the Company recorded net gains on the disposition of assets of $1 million and $3 million, respectively.Company.

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 cash proceeds of ~~$266 million, before normal closing adjustments.~~$264 million. The sale resulted in a gain of $194 million. ~~During the three months ended June 30, 2017,~~In conjunction with this 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.

During the six months ended June 30, 2017, the Company ~~also~~ completed the sales of ~~other~~ nonstrategic proved and unproved properties in the Permian Basin for cash proceeds of ~~$77~~$72 million, which resulted in a gain of $10 million.

NOTE D.4. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or the price 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 three input levels of the fair value hierarchy are as follows:

Level 1 – quoted prices for identical assets or liabilities in active markets.

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~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

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.

Level 3 – unobservable inputs for the asset or liability.

Assets and liabilities measured at fair value on a recurring basis. 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.

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PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

The following table presents the Company's assets and liabilities that are measured at fair value on a recurring basis as of June 30, ~~2017~~2018 and December 31, ~~2016~~2017 for each of the fair value hierarchy levels:


	Fair Value Measurement as of June 30, 2017 Using								Fair Value Measurement as of June 30, 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 June 30, 2017		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 June 30, 2018
	(in millions)								(in millions)
Assets:
Commodity derivatives	$	—	$	180	$	—	$	180	$	—	$	2		$	—	$	2
Interest rate derivatives	—		5		—		5
Deferred compensation plan assets	87		—		—		87		94		—			—		94
Total assets	87		185		—		272		94		2			—		96
Liabilities:
Commodity derivatives	—		3		—		3		—		601			—		601
Diesel derivatives	—		1		—		1
Total liabilities	—		4		—		4		—		601			—		601
Total recurring fair value measurements	$	87	$	181	$	—	$	268	$	94	$	(599	)	$	—	$	(505	)


	Fair Value Measurement as of December 31, 2016 Using									Fair Value Measurement as of 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, 2016		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)									(in millions)
Assets:
Commodity derivatives	$	—	$	8		$	—	$	8	$	—	$	11		$	—	$	11
Interest rate derivatives	—		6			—		6
Deferred compensation plan assets	83		—			—		83		95		—			—		95
Total assets	83		14			—		97		95		11			—		106
Liabilities:
Commodity derivatives	—		84			—		84		—		255			—		255
Total liabilities	—		84			—		84		—		255			—		255
Total recurring fair value measurements	$	83	$	(70	)	$	—	$	13	$	95	$	(244	)	$	—	$	(149	)

Commodity ~~and diesel~~ derivatives. The Company's commodity derivatives represent oil, NGL and gas swap contracts, collar contracts and collar contracts with short puts. The ~~Company's diesel derivative liability represents swap contracts. The~~ asset and liability measurements for ~~these~~the Company's commodity derivative contracts represent Level 2 inputs in the hierarchy. The Company utilizes discounted cash flow and option-pricing models for valuing its commodity ~~and diesel~~ derivatives.

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~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

The asset and liability values attributable to the Company's commodity ~~and diesel~~ derivatives were 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 represent investments in equity and mutual fund securities that are actively traded on major exchanges. These investments are measured based on observable prices on major exchanges. As of June 30, ~~2017~~2018, and December 31, 2017, the significant inputs to these asset exchange values represented Level 1 independent active exchange market price inputs.

~~Interest rate derivatives.~~ The Company's interest rate derivative assets represent interest rate swap contracts. The Company utilizes discounted cash flow models for valuing its interest rate derivatives. The derivative values attributable to the Company's interest rate derivative contracts are based on (i) the contracted notional amounts, (ii) forward active market-quoted London Interbank Offered Rates ("LIBOR") and (iii) the applicable credit-adjusted risk-free rate yield curve. The Company's interest rate derivative fair value measurements represent Level 2 inputs in the hierarchy.

Assets and liabilities measured at fair value on a nonrecurring basis. 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, but are subject to

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PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

fair value adjustments in certain circumstances. These assets and liabilities can include inventory, proved and unproved oil and gas properties and other long-lived assets ~~or liabilities~~ that are ~~acquired or~~ written down to fair value when they are impaired or held for sale. ~~See Note C for information on the fair value of assets and liabilities acquired in the Permian Basin acquisition.~~

Proved oil and gas properties. As a result of the Company's proved property impairment assessments, the Company recognized a noncash impairment ~~charges~~charge of $285 million to reduce the carrying ~~values~~value of ~~(i)~~ the Raton Basin field during the three months ended March 31, 2017 ~~and (ii) the West Panhandle field during the three months ended March 31, 2016~~ to ~~their~~its estimated fair ~~values.~~value of $186 million.

The Company calculated the fair ~~values~~value of the Raton ~~and West Panhandle fields~~Basin field as of March 31, 2017 using a discounted future cash flow model. Significant Level 3 assumptions associated with the ~~calculations~~calculation of the Raton Basin field's discounted future cash flows as of March 31, 2017 included management's longer-term commodity price ~~outlooks~~outlook ("Management's Price ~~Outlooks"~~Outlook") for oil of $53.65 per barrel ("Bbl") and gas of $3.00 per million British Thermal units ("MMBtu") and management's ~~outlooks~~outlook for (i) production, (ii) capital expenditures, (iii) production costs ~~(iii) capital expenditures~~ 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 10 percent to determine fair value.

The following table presents the fair value and fair value adjustments (in millions) for the Company's 2017 and 2016 proved property impairments, 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:

Management's Price Outlooks
Impairment Date Fair Value Fair Value Adjustment Oil Gas
Raton March 2017 $ 186
$ (285 ) $ 53.65
$ 3.00
West Panhandle March 2016 $ 33
$ (32 ) $ 49.77
$ 3.24

It is reasonably possible that the Company's estimate of undiscounted future net cash flows attributable to ~~these or~~ other properties may change in the future resulting in the need to impair their carrying values. The primary factors that may affect estimates of future cash flows are (i) future adjustments, both positive and negative, to proved and risk-adjusted probable and possible oil and gas reserves, (ii) results of future drilling activities, (iii) Management's Price Outlooks and (iv) increases or decreases in production and capital costs associated with these reserves.

~~Unproved oil and gas properties.~~Assets held for sale. During ~~March 2016,~~the three and six months ended June 30, 2018, the Company ~~recorded~~recognized an impairment charge of $3277 million to ~~write-off~~reduce the carrying value of its ~~unproved royalty acreage in Alaska (reported in exploration and abandonments in~~Raton Basin field assets to the ~~accompanying consolidated statements~~agreed upon sales price for these assets. See Note 3 for additional information about the Company's sale of ~~operations) as a result of the operator curtailing operations in the area and Management's Price Outlooks.~~its Raton Basin field assets.

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~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

Financial instruments not carried at fair value. Carrying values and fair values of financial instruments that are not carried at fair value in the accompanying consolidated balance sheets as of June 30, ~~2017~~2018 and December 31, ~~2016~~2017 are as follows:


	June 30, 2017				December 31, 2016				June 30, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)								(in millions)
Commercial paper, corporate bonds and time deposits	$	1,726	$	1,723	$	1,906	$	1,901	$	704	$	702	$	1,279	$	1,277
Current portion of long-term debt	$	449	$	468	$	485	$	490	$	—	$	—	$	449	$	457
Long-term debt	$	2,281	$	2,490	$	2,728	$	2,956	$	2,285	$	2,397	$	2,283	$	2,479

Commercial paper, corporate bonds and time deposits. 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. The investments are carried at amortized cost and classified as held-to-maturity as the Company has the intent and ability to hold them until they mature. The carrying values of held-to-maturity investments are adjusted for amortization of premiums and accretion of discounts over the remaining life of the investment. Income related to these investments is recorded in interest and other income in the Company's consolidated statements of operations. The Company's investments in corporate bonds represent Level 1 inputs in the hierarchy, while other investments represent Level 2 inputs in the hierarchy. 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, such investments are reflected in short-term investments or long-term investments in the accompanying consolidated balance sheets based on their maturity dates.

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PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

The following ~~table provides~~tables provide the components of the Company's cash and cash equivalents and investments as of June 30, ~~2017~~2018 and December 31, ~~2016:~~2017:


	June 30, 2017										June 30, 2018
Consolidated Balance Sheet Location	Cash		Commercial Paper		Corporate Bonds		Time Deposits		Total		Cash		Commercial Paper		Corporate Bonds		Time Deposits		Total
	(in millions)										(in millions)
Cash and cash equivalents	$	560	$	—	$	—	$	100	$	660	$	707	$	35	$	—	$	50	$	792
Short-term investments	—		138		865		536		1,539		—		101		239		51		391
Long-term investments	—		—		187		—		187		—		—		313		—		313
	$	560	$	138	$	1,052	$	636	$	2,386	$	707	$	136	$	552	$	101	$	1,496


	December 31, 2016										December 31, 2017
Consolidated Balance Sheet Location	Cash		Commercial Paper		Corporate Bonds		Time Deposits		Total		Cash		Commercial Paper		Corporate Bonds		Time Deposits		Total
	(in millions)										(in millions)
Cash and cash equivalents	$	873	$	45	$	—	$	200	$	1,118	$	846	$	—	$	—	$	50	$	896
Short-term investments	—		368		691		382		1,441		—		124		642		447		1,213
Long-term investments	—		—		420		—		420		—		—		66		—		66
	$	873	$	413	$	1,111	$	582	$	2,979	$	846	$	124	$	708	$	497	$	2,175

Debt obligations. The Company's debt obligations are composed of its ~~credit facility and~~ senior ~~notes. The~~notes whose fair value ~~of the Company's debt obligations~~ is determined utilizing inputs that are Level 2 measurements in the fair value hierarchy. The fair value of the Company's credit facility is calculated using a discounted cash flow model based on (i) forecasted contractual interest and fee payments, (ii) forward active market-quoted United States Treasury Bill rates and (iii) the applicable credit-adjustments. The Company's senior notes represent debt securities that are quoted but not actively traded on major ~~exchanges. The~~exchanges; therefore, fair values of the Company's senior notes are based on their periodic values as quoted on the 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

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~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

and liabilities initially measured at fair value include assets acquired and liabilities assumed in a business combination, goodwill and asset retirement obligations.

NOTE E.5. Derivative Financial Instruments

The Company utilizes commodity swap contracts, collar contracts and collar contracts with short puts 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 derivative assets when paid. All derivatives are adjusted to fair value as of each balance sheet date.

Oil production derivative activities. All material physical sales contracts governing the Company's oil production are tied directly to, or are highly correlated with, New York Mercantile Exchange ("NYMEX") West Texas Intermediate ("WTI") oil prices. The Company uses derivative contracts to manage oil price volatility and basis swap contracts to reduce basis risk between NYMEX prices and the actual index prices at which the oil is sold.

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PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

The following table sets forth the volumes per day associated with the Company's outstanding oil derivative contracts as of June 30, ~~2017~~2018 and the weighted average oil prices for those contracts:


	2017				Year Ending December 31, 2018		2018				Year Ending December 31, 2019
	Third Quarter		Fourth Quarter		Year Ending December 31, 2018		Third Quarter		Fourth Quarter		Year Ending December 31, 2019
Collar contracts:
Volume (Bbl)	6,000		6,000		—		3,000		3,000		—
Price per Bbl:
Ceiling	$	70.40	$	70.40	$	—	$	58.05	$	58.05	$	—
Floor	$	50.00	$	50.00	$	—	$	45.00	$	45.00	$	—
Collar contracts with short puts (a):
Collar contracts with short puts:
Volume (Bbl)	147,000		155,000		71,000		154,000		159,000		65,000
Price per Bbl:
Ceiling	$	62.03	$	62.12	$	60.38	$	57.70	$	57.62	$	60.74
Floor	$	49.81	$	49.82	$	50.07	$	47.34	$	47.26	$	52.69
Short put	$	41.07	$	41.02	$	40.00	$	37.31	$	37.23	$	42.69

~~____________________~~


~~(a)~~	Subsequent to June 30, 2017, the Company entered into additional oil collar contracts with short puts for 26,000 Bbl per day of 2018 production with a ceiling price of $55.01 per Bbl, a floor price of $45.00 per Bbl and a short put price of $35.00 per Bbl.

NGL production derivative activities. All material physical sales contracts governing the Company's NGL production are tied directly or indirectly to either Mont Belvieu, Texas or Conway, Kansas NGL component product prices. The Company uses derivative contracts to manage NGL component price volatility.

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~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

The following table sets forth the volumes per day associated with the Company's outstanding NGL derivative contracts as of June 30, ~~2017~~2018 and the weighted average NGL prices for those contracts:

2017 Year Ending December 31,
Third Quarter Fourth Quarter 2018 2019
Butane collar contracts with short puts (a):
Volume (Bbl) 2,000
—
—
—
Price per Bbl:
Ceiling $ 36.12
$ —
$ —
$ —
Floor $ 29.25
$ —
$ —
$ —
Short put $ 23.40
$ —
$ —
$ —
Ethane collar contracts (b):
Volume (Bbl) 3,000
3,000
—
—
Price per Bbl:
Ceiling $ 11.83
$ 11.83
$ —
$ —
Floor $ 8.68
$ 8.68
$ —
$ —
Ethane basis swap contracts (c):
Volume (MMBtu) 6,920
6,920
6,920
6,920
Price differential ($/MMBtu) $ 1.60
$ 1.60
$ 1.60
$ 1.60



	2018				Year Ending December 31, 2019
	Third Quarter		Fourth Quarter		Year Ending December 31, 2019
Ethane basis swap contracts (a):
Volume (MMBtu)	6,920		6,920		6,920
Price differential ($/MMBtu)	$	1.60	$	1.60	$	1.60

____________________


(a)	~~Represent collar contracts with short puts that reduce the price volatility of butane forecasted for sale by the Company at Mont Belvieu, Texas-posted prices.~~


~~(b)~~	~~Represent collar contracts that reduce the price volatility of~~The ethane ~~forecasted for sale by the Company at Mont Belvieu, Texas-posted prices.~~

~~(c)~~

~~Represent~~ basis swap contracts ~~that~~ reduce the price volatility of ethane forecasted for sale by the Company at Mont Belvieu, Texas-posted prices. The ethane basis swap contracts fix the basis differential on a NYMEX Henry Hub ("HH") MMBtu equivalent basis. The Company will receive the HH price plus the price differential on 6,920 MMBtu per day, which is equivalent to 2,500 Bbls per day of ethane.

Gas production derivative activities. All material physical sales contracts governing the Company's gas production are tied directly or indirectly to 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.

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, ~~2017~~2018

(Unaudited)

The following table sets forth the volumes per day associated with the Company's outstanding gas derivative contracts as of June 30, ~~2017~~2018 and the weighted average gas prices for those contracts:


	2017						Year Ending December 31, 2018		2018						Year Ending December 31, 2019
	Third Quarter			Fourth Quarter			Year Ending December 31, 2018		Third Quarter			Fourth Quarter			Year Ending December 31, 2019
Swap contracts:
Volume (MMBtu)									100,000			100,000			—
Price per MMBtu									$	3.00		$	3.00		$	—
Collar contracts with short puts:
Volume (MMBtu)	290,000			300,000			62,329		50,000			50,000			—
Price per MMBtu:
Ceiling	$	3.57		$	3.60		$	3.56	$	3.40		$	3.40		$	—
Floor	$	2.95		$	2.96		$	2.91	$	2.75		$	2.75		$	—
Short put	$	2.47		$	2.47		$	2.37	$	2.25		$	2.25		$	—
Basis swap contracts:
Mid-Continent index swap volume (MMBtu) (a)	45,000			45,000			—
Permian Basin index swap volume (MMBtu) (a)									60,000			60,000			44,877
Price differential ($/MMBtu)	$	(0.32	)	$	(0.32	)	$	—	$	(1.46	)	$	(1.46	)	$	(1.46	)
Permian Basin index swap volume (MMBtu) (b)	—			26,522			39,945
Southern California index swap volume (MMBtu) (b)									80,000			66,522			84,932
Price differential ($/MMBtu)	$	—		$	0.30		$	0.30	$	0.30		$	0.50		$	0.33

____________________


(a)	~~Represent~~The referenced basis swap contracts ~~that~~ fix the basis differentials between the index price at which the Company sells its ~~Mid-Continent~~Permian Basin gas and the HH ~~index~~ price used in swap contracts and collar contracts with short puts.

(b)

~~Represent~~The referenced basis swap contracts ~~that~~ 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. Subsequent to June 30, 2017, the Company entered into additional basis swap contracts for 6,739 MMBtu per day of third quarter 2017 production with a price of $0.26 per MMBtu and 11,726 MMBtu per day of 2018 production with a price differential of $0.31 per MMBtu.

~~Diesel derivative activities.~~ Marketing derivatives.Periodically, the Company enters into ~~diesel derivative swap contracts~~buy and sell marketing arrangements to mitigate fuel price risk. The diesel derivative swap contracts are priced at an index that is highly correlated to the prices that the Company incurs to fuel drilling rigs and its fracture stimulation fleet equipment.fulfill firm pipeline transportation commitments. As of June 30, ~~2017,~~2018, the Company was party to ~~diesel derivative~~July and August 2018 oil basis swap contracts for ~~1,000~~3,000 Bbls per day of Permian Basin oil forecasted for ~~the remainder~~sale to a Gulf Coast refinery with a price differential of ~~2017 at an average~~$3.30 per Bbl ~~fixed price of $63.00. Subsequent to June 30, 2017, the Company terminated its diesel derivative swap contracts for August through December 2017 for cash proceeds of $321 thousand.~~

~~Interest rate derivative activities.~~ As of June 30, 2017, the Company was party to interest rate derivative contracts whereby the Company will receive the three-month LIBOR rate for the 10-year period from December 2017 through December 2027 in exchange for paying a fixed interest rate of 1.81 percent on a notional amount of $100 million on December 15, 2017.between NYMEX WTI and Magellan East Houston oil prices.

Tabular disclosure of derivative financial instruments. All of the Company's derivatives are accounted for as non-hedge derivatives as of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, and therefore all changes in the fair values of its derivative contracts are recognized as gains or losses in the earnings of the periods in which they occur. The Company classifies the fair value amounts of derivative assets and liabilities as net current or noncurrent derivative assets or net current or noncurrent derivative liabilities, whichever the case may be, by commodity and counterparty. 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.

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, ~~2017~~2018

(Unaudited)

The aggregate fair value of the Company's derivative instruments reported in the accompanying consolidated balance sheets by type and counterparty, including the classification between current and noncurrent assets and liabilities, consists of the following:


Fair Value of Derivative Instruments as of June 30, 2017
Fair Value of Derivative Instruments as of June 30, 2018										Fair Value of Derivative Instruments as of June 30, 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			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)									(in millions)
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments									Derivatives not designated as hedging instruments
Asset Derivatives:	Asset Derivatives:									Asset Derivatives:
Commodity price derivatives		Derivatives - current	$	153	$	(2	)	$	151		Derivatives - current	$	9	$	(7	)	$	2
Interest rate derivatives		Derivatives - current	$	5	$	—		5
Commodity price derivatives		Derivatives - noncurrent	$	30	$	(1	)	29			Derivatives - noncurrent	$	2	$	(2	)	—
								$	185								$	2
Liability Derivatives:	Liability Derivatives:									Liability Derivatives:
Commodity and diesel price derivatives		Derivatives - current	$	5	$	(2	)	$	3
Commodity price derivatives											Derivatives - current	$	519	$	(7	)	$	512
Commodity price derivatives		Derivatives - noncurrent	$	2	$	(1	)	1			Derivatives - noncurrent	$	91	$	(2	)	89
								$	4								$	601


Fair Value of Derivative Instruments as of December 31, 2016
Fair Value of Derivative Instruments as of December 31, 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			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)									(in millions)
Derivatives not designated as hedging instruments	Derivatives not designated as hedging instruments									Derivatives not designated as hedging instruments
Asset Derivatives:	Asset Derivatives:									Asset Derivatives:
Commodity price derivatives		Derivatives - current	$	33	$	(25	)	$	8		Derivatives - current	$	13	$	(2	)	$	11
Interest rate derivatives		Derivatives - current	$	6	$	—		6
Commodity price derivatives											Derivatives - noncurrent	$	3	$	(3	)	—
								$	14								$	11
Liability Derivatives:	Liability Derivatives:									Liability Derivatives:
Commodity price derivatives		Derivatives - current	$	102	$	(25	)	$	77		Derivatives - current	$	234	$	(2	)	$	232
Commodity price derivatives		Derivatives - noncurrent	$	7	$	—		7			Derivatives - noncurrent	$	26	$	(3	)	23
								$	84								$	255

The following table details the location of gains and losses recognized on the Company's derivative contracts in the accompanying consolidated statements of operations:



Derivatives Not Designated as Hedging Instruments	Location of Gain/(Loss) Recognized in Earnings on Derivatives	Three Months Ended June 30,						Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments		2018			2017			2018			2017
		(in millions)
Commodity price derivatives	Derivative gains (losses), net	$	(358	)	$	136		$	(566	)	$	287
Interest rate derivatives	Derivative gains (losses), net	—			(1		)	—			(1		)
Total		$	(358	)	$	135		$	(566	)	$	286

Derivative Counterparties. 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 following table details the location of gains and losses recognized on the Company's derivative contracts in the accompanying consolidated statements of operations:~~

Derivatives Not Designated as Location of Gain / (Loss) Recognized in Three Months Ended
June 30, Six Months Ended
June 30,
Hedging Instruments Earnings on Derivatives 2017 2016 2017 2016
(in millions)
Commodity price derivatives Derivative gains (losses), net $ 136
$ (222 ) $ 287
$ (177 )
Interest rate derivatives Derivative gains (losses), net (1 ) (7 ) (1 ) (9 )
Total $ 135
$ (229 ) $ 286
$ (186 )

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, ~~2017~~2018

(Unaudited)

NOTE F.6. Exploratory 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 presented in proved properties in the accompanying consolidated balance sheets. If the exploratory well or project is determined to be impaired, the impaired costs are charged to exploration and abandonments expense.

The following table reflects the Company's capitalized exploratory well and project activity during the three and six months ended June 30, ~~2017~~2018:


	Three Months Ended June 30, 2017			Six Months Ended June 30, 2017			Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
	(in millions)						(in millions)
Beginning capitalized exploratory well costs	$	432		$	323		$	476		$	505
Additions to exploratory well costs pending the determination of proved reserves	489			895			631			1,213
Reclassification due to determination of proved reserves	(477		)	(765		)	(528		)	(1,135		)
Exploratory well costs charged to exploration and abandonment expense	(1		)	(10		)	(4		)	(8		)
Ending capitalized exploratory well costs	$	443		$	443		$	575		$	575

The following table provides an aging as of June 30, ~~2017~~2018 and December 31, ~~2016~~2017 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:


	June 30, 2017		December 31, 2016		June 30, 2018		December 31, 2017
	(in millions, except well counts)				(in millions, except well counts)
Capitalized exploratory well costs that have been suspended:
One year or less	$	420	$	318	$	563	$	493
More than one year	23		5		12		12
	$	443	$	323	$	575	$	505
Number of wells or projects with exploratory well costs that have been suspended for a period greater than one year	12		3		7		7

~~The 12 wells~~All projects with exploratory well costs that ~~were~~have been suspended for a period greater than one year as of June 30, ~~2017~~2018 are in the Eagle Ford Shale area. The Company is evaluating both the well performance of similar wells completed in 2017 and whether to drill additional wells near these wells in order for all of the wells in the area to be fracture stimulated as a package, thereby improving the resource recovery for the area. The Company expects to complete ~~five~~its evaluation of these wells ~~in 2017 and the remaining seven wells in~~during 2018.

NOTE G.7. Long-term Debt

Credit facility. The Company's long-term debt consists of senior notes, a revolving 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 and has aggregate loan commitments of $1.5 billion that expire in August 2020. As of June 30, ~~2017,~~2018, the Company had no outstanding borrowings under the Credit Facility and was in compliance with 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.~~2017, respectively. The Company funded the ~~$485 million repayment of the 6.65% Senior Notes~~repayments with cash on hand. The ~~Company's 6.875% senior notes (the "6.875% Senior Notes"), with an outstanding debt principal balance of $450 million, will mature in May 2018. The~~ 6.875% Senior Notes ~~are~~were classified as current in the accompanying consolidated balance ~~sheets as of June 30,~~sheet at December 31, 2017.

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, ~~2017~~2018

(Unaudited)

NOTE H.8. Incentive Plans

Stock-based compensation. For the three and six months ended June 30, ~~2017,~~2018, the Company recorded ~~$27~~$29 million and ~~$57~~$52 million, respectively, of stock-based compensation expense for all plans, as compared to ~~$29~~$27 million and ~~$53~~$57 million for the same respective periods in ~~2016.~~2017. As of June 30, ~~2017,~~2018, there was ~~$137~~$142 million of unrecognized stock-based compensation expense related to unvested share-based compensation plans, including ~~$31~~$32 million attributable to stock-based awards that are expected to be settled on their vesting date in cash, rather than in equity shares ("Liability Awards"). The unrecognized compensation expense will be recognized on a straight-line basis over the remaining vesting periods of the awards, which is a period of less than three years on a weighted average basis. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, accounts payable – due to affiliates included $10 million and ~~$22~~$20 million, respectively, of liabilities attributable to Liability Awards.

The following table summarizes the activity that occurred during the six months ended June 30, ~~2017~~2018 for ~~each type of share-based incentive award~~restricted stock awards and performance units issued by ~~Pioneer:~~the Company:


	Restricted Stock Equity Awards		Restricted Stock Liability Awards		Performance Units	Stock Options	Restricted Stock Equity Awards		Restricted Stock Liability Awards		Performance Units
Outstanding as of December 31, 2016	1,077,227		290,552		178,556	159,378
Outstanding as of December 31, 2017							916,223		252,735		163,158
Awards granted	320,103		108,911		59,044	—	384,559		108,129		62,541
Awards forfeited	(13,527	)	(5,012	)	—	—	(28,875	)	(8,274	)	(1,285	)
Awards vested	(437,845	)	(129,499	)	—	—	(405,391	)	(122,112	)	(34,778	)
Outstanding as of June 30, 2017	945,958		264,952		237,600	159,378
Outstanding as of June 30, 2018							866,516		230,478		189,636

As of June 30, 2018 and December 31, 2017, the Company also had 131,630 and 138,493 stock options outstanding and exercisable. There were 6,863 stock options exercised during the six months ended June 30, 2018.

NOTE I.9. Asset Retirement Obligations

The Company's asset retirement obligations primarily relate to the future plugging and abandonment of wells and related facilities. The following table summarizes the Company's asset retirement obligation activity during the three and six months ended June 30, ~~2017~~2018 and ~~2016:~~2017:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	(in millions)												(in millions)
Beginning asset retirement obligations	$	297		$	285		$	297		$	285		$	263		$	297		$	271		$	297
New wells placed on production	1			—			1			—			1			1			1			1
Changes in estimates	7			—			7			—			—			7			2			7
Obligations reclassified to liabilities held for sale													(67		)	—			(73		)	—
Dispositions	(7		)	—			(7		)	—			(6		)	(7		)	(6		)	(7		)
Liabilities settled	(9		)	(9		)	(14		)	(13		)	(10		)	(9		)	(18		)	(14		)
Accretion of discount	5			5			10			9			4			5			8			10
Ending asset retirement obligations	$	294		$	281		$	294		$	281		$	185		$	294		$	185		$	294

The Company records the current and noncurrent portions of asset retirement obligations in other current liabilities and other liabilities, respectively, in the accompanying consolidated balance sheets. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the current portion of the Company's asset retirement obligations was ~~$46~~$29 million and ~~$39~~$41 million, respectively.

NOTE J.10. Commitments and Contingencies

~~In addition to the legal action described below, the~~Legal actions. The Company is a party to ~~other~~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 such proceedings and claims will not have a material adverse effect on the Company's financial position as a whole or on its

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

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.

~~U.S. Environmental Protection Agency ("EPA") potential enforcement action.The Company has been advised by the EPA that the agency is considering an enforcement action against the Company and may seek monetary sanctions for alleged~~

~~Table of Contents~~

~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

failures to prevent emissions occurring at the Company's Fain gas plant in the West Panhandle region of Texas on five separate occasions. The Company has asserted defenses to the EPA's allegations and is in discussions with the EPA regarding these matters. Although the Company cannot predict the outcome of these discussions with any certainty, the Company believes such monetary sanctions will not exceed $45,000 for any single event, but could exceed $100,000 in the aggregate.

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-closing matters, including matters of litigation, environmental contingencies, royalty obligations and income taxes. The Company does not believe these obligations are probable of having a material impact on its liquidity, financial position or future results of operations.

Lease agreements. 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, ~~TX.~~Texas. Annual base rent ~~will~~is expected to be $33 million and lease payments are expected to commence inonce the building is complete, which is anticipated to occur during the second half of ~~2019 when~~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 ~~complete.~~following the build-to-suit accounting guidance. Accordingly, as of June 30, 2018, the Company has capitalized $119 million of construction costs, including capitalized interest, within other property and equipment and has recognized a corresponding build-to-suit lease liability. The recording of these assets and liabilities are considered noncash investing and financing items, respectively, for purposes of the consolidated statements of cash flows.

Firm purchase, gathering, processing, transportation, and fractionation commitments.The Company from time to time enters into, and as of June 30, 2018 was 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, storage and fractionation. These commitments are normal and customary for the Company's business activities.

NOTE K.11. Revenue Recognition

Impact of ASC 606 adoption. On January 1, 2018, the Company adopted ASC 606 by applying the modified retrospective method to all revenue contracts as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with historic accounting under ASC 605. The Company completed a detailed review of its revenue contracts, which represent all of the Company's revenue streams including oil, NGL and gas sales and sales of purchased oil and gas, to determine the effect of the new standard for the three and six months ended June 30, 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.

The adoption of ASC 606 as of January 1, 2018 had the following impact on the Company's results of operations for the three and six months ended June 30, 2018:



	Three Months Ended June 30, 2018						Six Months Ended June 30, 2018
	As Reported		ASC 605 (Without Adoption of ASC 606)		Effect of Change Higher (Lower)		As Reported		ASC 605 (Without Adoption of ASC 606)		Effect of Change Higher (Lower)
	(in millions)						(in millions)
Revenues and other income:
Oil and gas	$	1,286	$	1,232	$	54	$	2,552	$	2,455	$	97
Costs and expenses:
Oil and gas production	$	243	$	189	$	54	$	456	$	359	$	97

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

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

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.

Disaggregated revenue from contracts with purchasers.Revenues on sales of oil, NGLs, 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, NGLs and gas generally fluctuate based on the relevant market index rates. The following table provides information about disaggregated revenue from contracts with purchasers by product type:



	Three Months Ended June 30, 2018		Six Months Ended June 30, 2018
	(in millions)
Oil sales	$	1,033	$	2,046
NGL sales	169		334
Gas sales	84		172
Total oil and gas sales	1,286		2,552
Sales of purchased oil and gas	1,095		2,166
Total revenue derived from contracts with purchasers	$	2,381	$	4,718

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 natural 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 recognized as oil and gas production costs in the Company's accompanying consolidated statement of operations. Gas and NGL processing fees previously reflected as a reduction in the Company's reported gas and NGL revenue are now recognized as an expense in the Company's production costs.

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, NGLs and gas and sales of purchased oil and gas may not be received for 30 to 60 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production 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.

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

As of June 30, 2018 and December 31, 2017, the accounts receivable balance representing amounts due or billable under the terms of contracts with purchasers was $799 million and $594 million, respectively.

NOTE 12. Interest and Other Income

The following table provides the components of the Company's interest and other income for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	(in millions)								(in millions)
Interest income	$	10	$	5	$	16	$	9	$	7	$	10	$	14	$	16
Seismic data sales									1		—		5		—
Deferred compensation plan income									—		1		3		3
Severance and sales tax refunds	5		—		8		—		—		5		2		8
Deferred compensation plan income	1		—		3		2
Other income	—		1		3		2		1		—		2		3
Total interest and other income	$	16	$	6	$	30	$	13	$	9	$	16	$	26	$	30

~~Table of Contents~~

~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

NOTE L.13. Other Expense

The following table provides the components of the Company's other expense for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	(in millions)								(in millions)
Transportation commitment charges (a)	$	43	$	25	$	82	$	50	$	44	$	43	$	78	$	82
Legal and environmental contingencies									7		—		10		7
Loss from vertical integration services (b)	5		16		11		29		3		5		9		11
Idle drilling and well service equipment charges (c)	—		11		—		47
Asset divestiture related charges									9		—		9		—
Other	11		15		26		28		13		11		27		19
Total other expense	$	59	$	67	$	119	$	154	$	76	$	59	$	133	$	119

____________________


(a)	Primarily represents firm transportation payments on excess pipeline capacity commitments.

(b)

Loss from vertical integration services 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 and six months ended June 30, 2018, these vertical integration net margins included $30 million and $65 million, respectively, of revenues and $33 million and $74 million, respectively, of costs and expenses. For the same respective periods in 2017, these vertical integration net margins included $23 million and $42 million ~~respectively,~~ of revenues and $28 million and $53 million ~~respectively, of costs and expenses. For the same respective periods in 2016, these vertical integration net margins included $56 million and $124 million of revenues and $72 million and $153 million~~ of costs and expenses.


~~(c)~~	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.

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PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

NOTE M.14. Income Taxes

The Company's income tax ~~benefit (provision)~~provision consisted of the following for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:

Three Months Ended
June 30, Six Months Ended
June 30,
2017 2016 2017 2016
(in millions)
Deferred tax benefit (provision) $ (121 ) $ 143
(90 ) 284



	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018	2017
	(in millions)
Deferred tax provision	$	19	$	121	69	90

For the three and six months ended June 30, ~~2017,~~2018, the Company's effective tax rate, excluding income attributable to noncontrolling interests, was 3423 percent and 3222 percent, respectively, as compared to an effective rate of 3534 percent and 32 percent for ~~both of~~ the same respective periods in ~~2016.~~2017. The U.S. statutory rate for the three and six months ended June 30, 2018 was 21 percent, reflecting the reduction in the federal corporate income tax rate from 35 percent to 21 percent beginning in 2018 as a result of the Tax Cuts and Jobs Act that was enacted in December 2017. The Company's effective tax rate for the six months ended June 30, 2017 differs from the U.S. statutory rate in effect during 2017 of 35 percent primarily due to recognizing excess tax benefits of $8 million associated with the adoption of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which requires excess tax benefits or deficiencies associated with the vesting of long-term incentive awards to be recorded as income tax expense or benefit in the statement of operations rather than as an adjustment to additional paid-in capital in the balance sheet.

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. As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had cumulative unrecognized tax benefits of ~~$119~~$129 million and ~~$112~~$124 million, respectively, resulting from research and experimental expenditures related to horizontal drilling and completions innovations. 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 ta~~xeffective tax rate in the period it is recognized. The timing as to when the Company ~~expects to~~will substantially resolve the uncertainties associated with the unrecognized tax benefit ~~by December 2018.~~is uncertain.

The Company files income tax returns in the U.S. federal and various state and foreign jurisdictions. The Internal Revenue Service has closed examinations of the 2012 and prior tax years and, with few exceptions, the Company believes that it is no longer subject to examinations by state and foreign tax authorities for years before ~~2011.~~2012. As of June 30, ~~2017,~~2018, no adjustments had been

~~Table of Contents~~

~~PIONEER NATURAL RESOURCES COMPANY~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~June 30, 2017~~

~~(Unaudited)~~

proposed in any jurisdiction that would have a significant effect on the Company's liquidity, future results of operations or financial position.

NOTE N.15. Net Income ~~(Loss)~~ Per Share

The following table reconciles the Company's net income ~~(loss)~~ attributable to common stockholders to basic and diluted net income ~~(loss)~~ attributable to common stockholders for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:

Three Months Ended
June 30, Six Months Ended
June 30,
2017 2016 2017 2016
(in millions)
Net income (loss) attributable to common stockholders $ 233
$ (268 ) $ 191
$ (535 )
Participating share-based earnings (2 ) —
(2 ) —
Basic and diluted net income (loss) attributable to common stockholders $ 231
$ (268 ) $ 189
$ (535 )



	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017
	(in millions)
Net income attributable to common stockholders	$	66	$	233		$	244		$	191
Participating share-based earnings	—		(2		)	(2		)	(2		)
Basic and diluted net income attributable to common stockholders	$	66	$	231		$	242		$	189

~~Basic and~~The following table is a reconciliation of basic weighted average shares outstanding to diluted weighted average ~~common~~ shares outstanding ~~were 170 million~~ for the three and six months ended June 30, ~~2017, respectively,~~2018 and 2017:



	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
	(in millions)
Basic weighted average shares outstanding	170	170	170	170
Dilution attributable to stock-based compensation awards	1	—	1	—
Diluted weighted average shares outstanding	171	170	171	170

Stock repurchase program. In February 2018, the Company's board of directors (the "Board") approved a $100 million common stock repurchase program to offset the impact of dilution associated with annual employee stock awards, of which $78 million remained available for use to purchase shares as ~~compared to 164~~of June 30, 2018. During the three and six months ended June 30, 2018, the Company purchased $5 million and ~~163~~$22 million, respectively, of common stock pursuant to the program.

NOTE 16. Subsequent Events

In July 2018, the Company entered in a purchase and sale agreement with an unaffiliated third party to sell its assets in the West Panhandle field in Texas for cash proceeds of $201 million, before normal closing adjustments. The assets being sold represent all of the ~~same respective periods~~Company's interests in ~~2016.~~the field, including all of its producing wells and the associated infrastructure. The sale of the Company's West Panhandle assets is expected to result in a pretax gain of $155 million to $170 million. The transaction is expected to close during the third quarter, subject to the satisfaction of customary closing conditions and receipt of specified regulatory approvals.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Financial and Operating Performance

The Company's financial and operating performance for the ~~second quarter of 2017~~three months ended June 30, 2018 included the following highlights:

Net income attributable to common stockholders for the ~~second quarter~~three months ended June 30, 2018 was $66 million ($0.38 per diluted share), as compared to net income of ~~2017 was~~ $233 million ($1.36 per diluted share)~~, as compared to a net loss of $268 million ($1.63 per diluted share)~~ for the ~~second quarter of 2016.~~same period in 2017. The primary components of the ~~increase~~decrease in net income attributable to common stockholders include:

a ~~$364~~$493 million increase in net derivative ~~gains,~~losses, primarily as a result of changes in forward commodity prices and the Company's portfolio of derivatives;

a $115 million ~~$193 million~~decrease ~~increase~~ in ~~net~~ gain on disposition of assets, net, primarily due to recognizing a gain of $194 million on the sale of approximately 20,500 acres in the Martin County region of the Permian Basin during the second quarter of ~~2017;~~2017 versus recognizing a gain of $78 million on the sale of approximately 10,200 net acres in western portion of the Eagle Ford Shale ("West Eagle Ford Shale") in April 2018;

a ~~$155~~$115 million increase ~~in oil and gas revenues as a result of a 12 percent increase in average realized commodity prices per BOE and an 11 percent increase in sales volumes;~~

a $43 million decrease in DD&A expense, primarily attributable to (i) commodity price increases and the Company's cost reduction initiatives, both of which had the effect of adding proved reserves by lengthening the economic lives of the Company's producing wells and (ii) additions to proved reserves attributable to the Company's successful Spraberry/Wolfcamp horizontal drilling program; and

a $21 million decrease in interest expense, primarily due to the repayment of both 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; offset by

~~a $264 million increase in the Company's income taxes as a result of the improvement in earnings during the three months ended June 30, 2017, as compared to the three months ended June 30, 2016; and~~

a ~~$21 millionincrease~~ in total oil and gas production costs and production and ad valorem taxes, primarily due to a 26 percent increase in sales volumes and a 32 percent increase in average realized commodity prices per BOE (inclusive of the effect of the adoption of ASC 606 as described below in Adoption of New Accounting Standards);

a $77 million increase in impairment charges as a result of the impairment recorded in 2018 to reduce the carrying value of the Company's Raton Basin field;

a $37 million increase in DD&A expense, primarily due the aforementioned increase in sales volumes;

a $17 millionincrease in other expense, primarily due to increases in legal and environmental contingencies and asset divestiture related charges;

a $14 million increase in general and administrative expense, primarily due to an increase in compensation costs, including benefits expense, as a result of an increase in headcount due to the Company's continued growth; and

a $7 milliondecrease in interest and other income, primarily due to a decrease in interest income as a result of a decrease in short-term investments; partially offset by

a $518 million increase in oil and gas revenues as a result of the aforementioned increase in sales volumes and average realized commodity ~~prices.~~prices per BOE;

an $83 million increase in net sales of purchased oil and gas, primarily due to favorable downstream oil margins on the Company's Gulf Coast refinery and export sales; and

a $102 million decrease in the Company's income tax provision as a result of the lower net income during the three months ended June 30, 2018, as compared to the same period in 2017.

During the ~~second~~ ~~quarter of~~ ~~2017~~,three months ended June 30, 2018, average daily sales volumes increased by 1126 percent to ~~259,087~~327,704 BOEPD, as compared to ~~232,703~~259,087 BOEPD during the same period in ~~second~~ ~~quarter of~~ ~~2016~~2017. The increase in ~~second~~ ~~quarter~~ ~~2017~~average daily sales volumes for the three months ended June 30, 2018, as compared to the same period in ~~second~~ ~~quarter of~~ ~~2016~~2017, is primarily due to the Company's successful Spraberry/Wolfcamp horizontal drilling program.

Average oil ~~NGL~~ and ~~gas~~NGL prices increased during the ~~second quarter of 2017~~three months ended June 30, 2018 to $61.20 per Bbl and $28.83 per Bbl, respectively, as compared to $45.00 per Bbl and $16.91 per Bbl, ~~and~~respectively, for the same period in 2017. Average gas prices decreased during the three months ended June 30, 2018 to $1.97 per Mcf, as compared to $2.62 per Mcf ~~respectively,~~for the same period in 2017. Pricing is inclusive of the effect of the adoption of ASC 606 as ~~compared to $41.43 per Bbl, $14.21 per Bbl and $1.67 per Mcf, respectively,~~described below in ~~the second quarter~~Adoption of ~~2016.~~New Accounting Standards.

Net cash provided by operating activities increased to ~~$479~~$902 million for the three months ended June 30, ~~2017,~~2018, as compared to ~~$408~~$483 million for the ~~three months ended June 30, 2016.~~same period in 2017. The ~~$71~~$419 million increase in net cash provided by operating activities for the three months ended June 30, 2018, as compared to the same period in 2017, is primarily due to increases in the Company's oil and gas revenues ~~for the three months ended June 30, 2017~~ as a result of increases in commodity prices and sales volumes, partially offset by ~~a $109 million reduction~~increases in oil and gas production costs, production and ad valorem taxes and cash ~~provided by commodity derivatives during the three months ended June 30, 2017, as compared to the same period in 2016.~~derivative payments.

As of June 30, ~~2017,~~2018, the Company's net debt to book capitalization was ~~three~~six percent, as compared to ~~two~~five percent at December 31, ~~2016.~~2017.

PIONEER NATURAL RESOURCES COMPANY

Adoption of New Accounting Standard

On January 1, 2018, the Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-09 (ASC 606) "Revenue from Contracts with Customers." ASC 606 requires entities to recognize 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. As a result of adopting ASC 606, the Company has modified its presentation of revenues and expenses for certain processing and transportation contracts that were previously netted in oil and gas revenues. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting under ASC 605.

Changes in oil and gas revenues, gas production volumes 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 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, including gas volumes that were used to satisfy certain costs, as a reduction of revenue and gas production volumes recognized by the Company, as these fees and volumes 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, the Company has modified its presentation of revenues, production and expenses for these arrangements. Sales to third-party purchasers are now presented on a gross basis and gathering, processing, transportation and other expenses related to these agreements, incurred prior to the transfer of control to the purchaser, are now presented as oil and gas production costs.

The adoption of ASC 606 as of January 1, 2018 had the following impact on the Company's results of operations for the three months ended June 30, 2018:



	As Reported		ASC 605 (Without Adoption of ASC 606)		Effect of Change
	(in millions)
Oil and Gas Sales:
Oil sales	$	1,033	$	1,033	$	—
NGL sales	169		131		38
Gas sales	84		68		16
Oil and gas sales	$	1,286	$	1,232	$	54

Production Costs	$	243	$	189	$	54

See Notes 2 and 11 of Notes to Consolidated Financial Statements in "Item 1. Financial Statements" for additional information regarding the Company's adoption of ASC 606.

Third Quarter ~~2017~~2018 Outlook

In February 2018, the Company announced its intention to divest its properties in the South Texas, Raton and West Panhandle fields and focus its efforts and capital resources on its Permian Basin assets. The Raton divestiture closed in July 2018 and the West Panhandle divestiture is expected to close during the third quarter of 2018. As a result, these divestitures will be included in the Company's reported third quarter results for a portion of the quarter. The remaining South Texas divestitures are expected to occur during the second half of 2018.

Based on ~~current~~the Company's ongoing divestiture process, it is only providing Permian Basin specific estimates for production, production costs and DD&A expense for the ~~Company expects the following~~quarter ending September 30, 2018. All other operating and financial results for the quarter ~~ending~~ ended September 30, ~~2017~~:2018 provided below reflect the expected results of the total Company.

~~Production~~Permian Basin production is forecasted to average ~~274,000~~between 278 MBOEPD to ~~279,000 BOEPD.~~

~~Production~~288 MBOEPD. Permian Basin production costs (including production and ad valorem taxes and transportation costs) are expected to average ~~$7.75~~$9.50 to ~~$9.75~~$11.50 per BOE, ~~based on~~reflecting current NYMEX strip commodity ~~prices. DD&A expense is expected~~prices and the adoption of ASC 606 (see Adoption of New Accounting Standards above and Notes 2 and 11 of Notes to ~~average $14.00 to $16.00 per BOE.~~Consolidated Financial Statements in "Item 1. Financial Statements" for additional information

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regarding the adoption of ASC 606). Permian Basin DD&A expense, including the Company's other property and equipment, is expected to average $12.50 to $14.50 per BOE.

Total exploration and abandonment expense is expected to be $20 million to $30 million. General and administrative expense is expected to be ~~$80~~$95 million to ~~$85~~$100 million. Interest expense is expected to be ~~$33~~$30 million to ~~$38~~$35 million, and other expense is expected to be $60 million to $70 ~~million. Other expense is expected to include (i)~~million, including $45 million to $50 million of charges associated with excess firm gathering and transportation commitments, (ii) $5 million to $10 million of losses (principally noncash) associated with the portion of vertical integration services provided to nonaffiliated working interest owners, including joint venture partners, in wells operated by the Company and (iii) other miscellaneous charges.commitments. Accretion of discount on asset retirement obligations is expected to be $4 million to $7 million.

The Company's effective income tax rate is expected to range from 3521 percent to 4025 percent. Current income taxes are expected to be less than $5 million.

Operations and Drilling Highlights

The following table summarizes the Company's average daily oil, NGL, gas and total production by asset area during the six months ended June 30, ~~2017~~2018:


	Oil (Bbls)	NGLs (Bbls)	Gas (Mcf)	Total (BOE)	Oil (Bbls)	NGLs (Bbls)	Gas (Mcf)	Total (BOE)
Permian Basin	135,922	39,368	188,605	206,724	172,459	53,614	265,051	270,248
South Texas - Eagle Ford Shale(a)	7,071	6,644	42,285	20,763	7,754	7,315	43,371	22,297
Raton Basin(b)	—	—	89,591	14,932	1	—	82,661	13,778
West Panhandle	2,029	3,861	6,670	7,001	1,567	3,829	13,763	7,690
South Texas - Other(a)	1,228	192	18,952	4,579	2,225	565	18,025	5,794
Other	5	1	46	13	9	1	9	12
Total	146,255	50,066	346,149	254,012	184,015	65,324	422,880	319,819

____________________

(a)

Includes average daily oil, NGL and gas volumes from January through April 2018 of 510 Bbls of oil, 154 Bbls of NGLs and 1,530 Mcf of gas (total of 920 BOEPD) associated with the acreage and assets in the western portion of the Eagle Ford Shale that were sold in April 2018. See Note 3 of Notes to the Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information about the sale of these assets and liabilities.


(b)	The Company has classified the Raton Basin assets and liabilities as held for sale in the accompanying consolidated balance sheet as of June 30, 2018. See Note 3 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information about the Company's sale of its Raton Basin assets.

The Company's liquids production increased to 7778 percent of total production on a BOE basis for the six months ended June 30, ~~2017,~~2018, as compared to 7477 percent for the same period last year.

The following table summarizes by geographic area the Company's finding and development costs incurred during the six months ended June 30, ~~2017:~~2018:


	Acquisition Costs				Exploration		Development				Acquisition Costs				Exploration Costs			Development Costs			Asset Retirement Obligations			Total
	Proved		Unproved		Costs		Costs		Total		Proved		Unproved					Development Costs			Asset Retirement Obligations			Total
	(in millions)										(in millions)
Permian Basin	$	3	$	83	$	901	$	241	$	1,228	$	2	$	18	Exploration Costs		$	1,256		$	414		$	1		$	1,691
South Texas - Eagle Ford Shale	—		—		28		23		51		—		—		—			13			—			13
Raton Basin											—		—		—			1			—			1
West Panhandle	—		—		1		5		6		—		—		2			1			—			3
Other	—		—		2		1		3		—		—		1			—			—			1
Total	$	3	$	83	$	932	$	270	$	1,288	$	2	$	18	$	1,259		$	429		$	1		$	1,709

The following table summarizes the Company's development and exploration/extension drilling activities for the six months ended June 30, ~~2017:~~2018:

Development Drilling

Beginning Wells
in Progress

Wells
Spud

Successful
Wells

Ending Wells
in Progress
Permian Basin 8
15
4
19
South Texas - Eagle Ford Shale 4
1
3
2
Total 12
16
7
21



	Development Drilling
	Beginning Wells in Progress	Wells Spud	Successful Wells	Unsuccessful Wells	Ending Wells in Progress
Permian Basin	14	14	14	1	13


	Exploration/Extension Drilling					Exploration/Extension Drilling
	Beginning Wells in Progress	Wells Spud	Successful Wells	Unsuccessful Wells	Ending Wells in Progress	Beginning Wells in Progress	Wells Spud	Successful Wells	Unsuccessful Wells	Ending Wells in Progress
Permian Basin	119	109	92	1	135	125	139	118	1	145
South Texas - Eagle Ford Shale	14	10	1	1	22	8	—	1	—	7
West Panhandle						3	—	—	2	1
Total	133	119	93	2	157	136	139	119	3	153

Permian Basin area. The Company is currently operating 20 rigs in the Spraberry/Wolfcamp field and expects to place on production in 2018 between 250 and 275 horizontal wells (200 to 225 horizontal wells in the northern portion of the play and

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~~Permian Basin area.~~ ~~In the first half of 2017, the Company increased its rig count in the Spraberry/Wolfcamp area from 17 rigs at year-end 2016 to 18 rigs at June 30, 2017. The original forecast for 2017 assumed that~~ approximately 260 horizontal wells would be placed on production during the year, weighted heavily to the second half of the year. However, due to unforeseen drilling delays during the first half of the year, the Company now expects to place approximately 230 horizontal wells on production (190 horizontal wells in the northern portion of the play and 4050 horizontal wells in the southern portion of the play) during 2017. As a result, the associated planned capital spend is expected to be reduced from $2.4 billion to $2.3 billion. The Company plans to maintain efficient operations and does not intend to accelerate activity over the remainder of 2017 to catch up on the completions that were delayed, especially in light of the current commodity price environment. As a result, the Company will maintain its drilling rig activity, but will defer the completion of the approximately 30 wells into 2018.. Approximately 5560 percent of the horizontal wells are planned to be drilled in the Wolfcamp B interval, 3025 percent in the Wolfcamp A interval and the remaining 15 percent will be a combination of wells in the Spraberry Shale intervals (Jo Mill, Lower Spraberry and Middle Spraberry) and a limited appraisal program for the Clearfork and Wolfcamp D intervals. The Company's 2018 appraisal program includes appraising: (i) its first Clearfork horizontal well (located in Midland County), (ii) seven wells in the Jo Mill and Middle Spraberry intervals in conjunction with nine Lower Spraberry Shale ~~interval. The Company also plans to drill a small number of~~ wells to ~~appraise the shallower Clearfork formation, the Jo Mill interval within~~determine an optimal development strategy for the Spraberry formation (testing different spacing, staggering, sequencing, and ~~the~~completion design) and (iii) three Wolfcamp D interval wells. The Company placed on production 45 higher intensity completions during the first half of 2018. Based on strong well results from the higher intensity completion wells placed on production in 2017 and 2018, the ~~Wolfcamp formation~~Company expects to add 60 more higher intensity completions to its capital program during ~~2017. The Company's adjusted capital spend~~the second half of ~~$2.3 billion~~2018. Additionally, the Company plans to add two additional rigs in August and two during the ~~Spraberry/Wolfcamp field during 2017 includes $1.8 billion~~fourth quarter of ~~horizontal drilling and completion capital, $265 million for tank battery and disposal facilities, $115 million for gas processing facilities and $110 million for land, science and other costs.~~ 2018 in support of the 2019 plan.

During the first half of ~~2017,~~2018, oil prices have steadily increased, which has led to higher industry activity levels in the Permian Basin. As a result, the Company has experienced cost inflation in labor, fuel, mud, chemicals, wireline and steel costs. Furthermore, the industry activity levels in the Permian Basin are also leading to a tight labor market for the Company's service providers, resulting in less experienced personnel performing services for the Company.

As a result of the (i) additional higher intensity completions being added to the second half of 2018, (ii) drilling rig additions in the second half of 2018 to support its 2019 plan and (iii) inflationary pressures associated with the current commodity price environment, the Company has increased its 2018 capital budget from $2.9 billion to $3.3 billion to $3.4 billion (excluding acquisitions, asset retirement obligations, capitalized interest, geological and geophysical general and administrative costs and information technology system upgrades). The Company expects to fund the capital budget increase from forecasted cash flow (based on current NYMEX forward commodity prices) and proceeds from asset divestitures.

During the first six months of 2018, the Company successfully completed 89105 horizontal wells in the northern portion of the play and ~~seven~~27 horizontal wells in the southern portion of the play. In the northern portion of the play, approximately 5550 percent of wells placed on production were Wolfcamp AB interval wells, approximately 3045 percent were Wolfcamp BA interval wells and the remaining 155 percent were primarily Lower Spraberry Shale wells. ~~The majority of wells placed on production in~~In the southern portion of the play, approximately 70 percent of the wells placed on production were Wolfcamp B interval wells, approximately 20 percent were Wolfcamp A interval wells and Bthe remaining 10 percent were Wolfcamp D interval wells.

The Company continues to utilize its integrated services to control well costs and operating costs ~~in addition~~and to ~~supporting~~support the execution of its drilling and production activities in the Spraberry/Wolfcamp field. During the ~~second quarter of 2017,~~six months ended June 30, 2018, the Company utilized ~~up to seven~~six of its eight Company-owned fracture stimulation fleets to support its drilling operations in the Spraberry/Wolfcamp field. The Company also owns other 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. In addition, Pioneer Sands LLC (the Company's wholly-owned sand mining subsidiary that was previously named Premier Silica LLC) is supplying high-quality and logistically advantaged brown sand for proppant, which is being used to fracture stimulate horizontal wells in the Spraberry and Wolfcamp Shale intervals.

The Company has been and continues to pursue initiatives to improve drilling and completion efficiencies and reduce costs. The most significant drilling and completion cost reductions to date have been for casing, tubing, materials for drilling and fracture stimulation, fuel charges, labor and transportation, rental equipment and well services, while efficiency gains include reducing the time needed to drill and complete the wells and optimizing completions in the Spraberry and Wolfcamp Shale intervals.

The Company's long-term growth plan continues to focus on optimizing the development of the field and addressing the future requirements for water sourcing and disposal, field infrastructure, gas processing, sand, pipeline takeaway capacity for its products, oilfield services, tubulars, electricity, buildings, roads and labor.

The Company is constructing a field-wide water distribution system to reduce the cost of water for drilling and completion activities and to ensure that adequate supplies of water are available to support the Company's long-term growth plan for the Spraberry/Wolfcamp field. The 2017 capital program includes $160 million for expansion of the mainline system, subsystems and frac ponds to efficiently deliver water to Pioneer's drilling locations. The Company signed an agreement 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. The 2017 program includes $10 million of engineering capital to begin work on this upgrade. Pioneer expects to spend approximately $110 million over the 2017 through 2019 period for the Midland plant upgrade. In return, the Company will 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 completion operations. The water contract became effective during the second quarter of 2017 after the Texas Governor signed into law legislation that allows for this and similar public-private collaborations. The Company and the city of Midland are currently working to complete the design specifications for the wastewater treatment plant.

The Company's sand mine in Brady, Texas, which is strategically located within close proximity (approximately 190 miles) of the Spraberry/Wolfcamp field, provides a secure sand source for the Company's horizontal drilling program. In addition, Pioneer has signed a contract for its initial offtake of sand sourced in West Texas where significant new sand supplies are expected to be available in 2018. The ~~2017 capital program includes $30 million~~Company is evaluating additional contracts for lower cost sand sourced in West Texas.

The Company continues to ~~complete an optimization project~~pursue initiatives to improve drilling and completion efficiencies and reduce costs. The Company's long-term growth plan also continues to focus on optimizing the development of the field and addressing the future requirements for water sourcing and disposal, field infrastructure, gas processing, pipeline takeaway capacity for its products, oilfield services, tubulars, electricity, buildings and roads.

The Company has entered into firm pipeline commitments to deliver over 90 percent of its current Permian Basin oil production to the Gulf Coast for sale into the refinery and export markets. Pioneer's oil volumes under these firm transportation contracts increase through early 2021 commensurate with the Company's ~~existing sand mining facilities. This project is expected to improve yields and reduce~~forecasted Permian Basin oil production growth. During the ~~Company's overall cost~~second quarter of ~~sand supplies. The 2017 capital program also includes $45 million for upgrades and maintenance~~2018, the Company delivered 165 thousand barrels per day ("MBOPD") to the ~~Company-owned pressure pumping fleets that~~Gulf Coast, with 103 MBOPD being exported. These firm pipeline contracts insulate Pioneer from the ~~Company plans to operate during 2017.~~

~~Eagle Ford Shale area. During~~recent widening of the Midland-Cushing oil price basis differential by selling into markets based on Brent-related pricing. As a result of this pricing benefit, Gulf Coast refinery and export sales added $86 million of incremental cash flow in the first half of ~~2017,~~2018.

The Company also remains well positioned to move its Permian Basin gas production. Approximately 75 percent of Pioneer’s Midland Basin gas production is transported under firm pipeline transportation agreements tied to the ~~Company operated two rigs~~southern California gas price index. The remainder is primarily sold under term contracts in the ~~Eagle Ford Shale area. The Company expects~~Waha market. Additional firm pipeline transportation has been secured on a third-party pipeline to ~~spend $95 million~~the Gulf Coast, which is anticipated to be placed into service early in the fourth quarter of ~~capital in 2017~~2019. Firm transportation on this pipeline will provide access to ~~drill~~LNG exports, refineries, petrochemical facilities and ~~complete 11 new Eagle Ford Shale wells and to complete~~Mexican markets.

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~~nine wells that were drilled but not completed in 2016. The objective of this drilling program is to test longer laterals with higher intensity completions. During the first half of 2017,~~Asset Divestitures.

South Texas area. In February 2018, the Company ~~successfully~~announced its intention to divest its properties in South Texas. In April 2018, the Company completed ~~four wells~~the sale of its West Eagle Ford Shale assets to an unaffiliated third party for cash proceeds of $103 million, before normal closing adjustments. The sale resulted in a gain of $78 million. See Note 3 of Notes to the Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information about the Company's sale of its West Eagle Ford Shale assets.

The Company's remaining position in South Texas and in the Eagle Ford Shale is approximately 59,000 net acres, all of which is held by production. The Company expects to divest of these assets in 2018. No assurance can be given that the sales will be completed in accordance with the Company's plan or on terms and at prices acceptable to the Company.

Raton Basin. In June 2018, the Company entered into a purchase and sale agreement with an unaffiliated third party to sell all of its assets in the Raton Basin for cash proceeds of $79 million, before normal closing adjustments. Associated with the sale, the Company recorded a noncash impairment charge of $77 million during June 2018 to reduce the carrying value of its Raton Basin assets to their estimated fair value less costs to sell. The Company classified its Raton Basin assets and liabilities as held for sale in the accompanying consolidated balance sheet as of June 30, 2018. The sale was completed in July 2018. See Note 3 of Notes to the Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information about the Company's sale of its Raton Basin assets.

West Panhandle area.In July 2018, the Company entered in a purchase and sale agreement with an unaffiliated third party to sell its assets in the West Panhandle field in Texas for cash proceeds of $201 million, before normal closing adjustments. The assets being sold represent all of Pioneer’s interests in the field, including all of its producing wells and the associated infrastructure. The sale of the Company's West Panhandle assets is expected to result in a pretax gain of $155 million to $170 million. The transaction is expected to close during the third quarter, subject to the satisfaction of customary closing conditions and receipt of specified regulatory approvals. See Note 16 of Notes to the Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information about the Company's sale of its West Panhandle assets.

Results of Operations

Oil and gas revenues. Oil and gas revenues totaled ~~$768 million~~$1.3 billion and ~~$1.6~~$2.6 billion for the three and six months ended June 30, ~~2017~~2018, respectively, as compared to ~~$613~~$768 million and ~~$1.0~~$1.6 billion for the same respective periods in ~~2016.~~2017.

The increase in oil and gas revenues during the three months ended June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily due to increases of ~~nine percent, 19~~36 percent and 5770 percent in oil ~~NGL~~ and ~~gas~~NGL prices, respectively, and increases of ~~nine~~26 percent, 2921 percent and ~~four~~32 percent in daily oil, NGL and gas sales volumes, ~~respectively.~~respectively, partially offset by a 25 percent decrease in gas prices. The increase in oil and gas revenues during the six months ended June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily due to increases of ~~34 percent, 46~~31 percent and 5657 percent in oil and NGL prices, respectively, and increases of 26 percent, 30 percent and 22 percent in daily oil, NGL and gas ~~prices, respectively, and 14 percent and 24 percent increases in daily oil and NGL~~ sales volumes, ~~respectively.~~respectively, partially offset by a 17 percent decrease in gas prices. Realized prices are inclusive of the effect of the adoption of ASC 606 as described above in Adoption of New Accounting Standards.

The following table provides average daily sales volumes for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended June 30,		Six Months Ended June 30,		Three Months Ended June 30,		Six Months Ended June 30,
	2017	2016	2017	2016	2018	2017	2018	2017
Oil (Bbls)	146,884	134,723	146,255	128,762	185,495	146,884	184,015	146,255
NGLs (Bbls)	53,268	41,223	50,066	40,227	64,473	53,268	65,324	50,066
Gas (Mcf)	353,612	340,542	346,149	349,597	466,414	353,612	422,880	346,149
Total (BOEs)	259,087	232,703	254,012	227,256	327,704	259,087	319,819	254,012

Average daily BOE sales volumes increased by 1126 percent ~~and~~ ~~12 percent~~ for both the three and six months ended June 30, ~~2017~~2018, respectively, as compared to the same respective periods in ~~2016~~2017, principally due to the Company's successful Spraberry/Wolfcamp horizontal drilling program. ~~NGL production volumes are lower for the six months ended June 30, 2017 and 2016 by approximately 4,000 Bbls per day and 5,000 Bbls per day, respectively, due to voluntary reductions in recoveries~~

Table of ~~ethane as a result of it having a higher value if sold as part of the gas stream.~~Contents

PIONEER NATURAL RESOURCES COMPANY

The oil, NGL and gas prices that the Company reports are based on the market prices received for each commodity. The following table provides the Company's average prices for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Oil (per Bbl)	$	45.00	$	41.43	$	47.01	$	35.07	$	61.20	$	45.00	$	61.42	$	47.01
NGL (per Bbl)	$	16.91	$	14.21	$	18.03	$	12.32	$	28.83	$	16.91	$	28.28	$	18.03
Gas (per Mcf)	$	2.62	$	1.67	$	2.70	$	1.73	$	1.97	$	2.62	$	2.25	$	2.70
Total (per BOE)	$	32.56	$	28.95	$	34.31	$	24.72	$	43.12	$	32.56	$	44.08	$	34.31

Sales of purchased oil and gas. The Company periodically enters into pipeline capacity commitments in order to secure available oil, NGL and gas transportation capacity from the ~~Company’s~~Company's areas of production. The Company enters into purchase transactions with third parties and separate sale transactions with third parties to diversify a portion of the Company's WTI oil sales to athe Gulf Coast ~~market price~~refinery or international export markets and to satisfy unused 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. The transportation costs associated with these transactions are presented as a component of purchased oil and gas expense. The net effect of third party purchases and sales of oil and gas for the three and six months ended June 30, ~~2017~~2018 was income of $69 million and $86 million, respectively, as compared to a loss of $14 million and $33 million ~~respectively, as compared to a loss of $15 million and $35 million~~ for the same respective periods in ~~2016.~~2017. Firm transportation payments on excess pipeline capacity commitments are included in other expense in the accompanying consolidated statements of operations. See Note L13 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information on transportation commitment charges.

Interest and other income. ~~Interest~~The Company's interest and other income for the three and six months ended June 30, ~~2017~~2018 was ~~$16~~$9 million and ~~$30~~$26 million, respectively, as compared to $6$16 million and ~~$13~~$30 million for the same respective periods in ~~2016.~~2017. The ~~increase~~decrease in interest and other income during the three ~~and six~~ months ended June 30, ~~2017~~2018, as compared to the same ~~respective periods~~period in ~~2016,~~2017, was primarily due to decreases of (i) ~~increases of~~ $5 million in severance and $7sales tax refunds and (ii) $3 million ~~for the three and six months ended June 30, 2017, respectively,~~ in interest income as a result of ~~an increase~~a decrease in ~~short-term~~investments in commercial paper, corporate bonds and ~~long-term investments~~time deposits. The decrease in interest and ~~(ii)~~other income during six months ended June 30, 2018, as compared to the same period in 2017, was primarily due to decreases of (i) $6 million in severance and sales tax refunds of

~~Table~~and (ii) $2 million in interest income as a result of ~~Contents~~

~~PIONEER NATURAL RESOURCES COMPANY~~

$5a decrease in investments in commercial paper, corporate bonds and time deposits, partially offset by an increase of (iii) $5 million ~~and $8 million for the three and six months ended June 30, 2017, respectively.~~in seismic data sales. See Note K12 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" for additional ~~information.~~information about the Company's interest and other income.

Derivative gains (losses), net. The Company utilizes commodity swap contracts, collar contracts and collar contracts with short puts 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 three and six months ended June 30, ~~2017~~2018, the Company recorded $358 million and $566 million, respectively, of net derivative losses, on commodity price and marketing derivatives, of which $140 million and $211 million, respectively, represented net cash payments. During the three and six months ended June 30, 2017, the Company recorded $135 million and $286 million, respectively, of net derivative gains on commodity price, diesel price and interest rate derivatives, of which $24 million and $35 million, respectively, represented net cash receipts. During the three and six months ended June 30, 2016, the Company recorded $229 million and $186 million of net derivative losses, respectively, on commodity price and interest rate derivatives, of which $132 million and $349 million, respectively, represented net cash receipts.

The following tables detail the net cash receipts (payments) on the Company's commodity derivatives and the relative price impact (per Bbl or Mcf) for the three and six months ended June 30, ~~2017~~2018 and ~~2016:~~2017:



	Three Months Ended June 30, 2018							Six Months Ended June 30, 2018
	Net cash receipts (payments)			Price impact				Net cash receipts (payments)			Price impact
	(in millions)							(in millions)
Oil derivative payments	$	(140	)	$	(8.28	)	per Bbl	$	(212	)	$	(6.41	)	per Bbl
NGL derivative receipts	—			$	—		per Bbl	—			$	0.04		per Bbl
Gas derivative receipts	1			$	0.02		per Mcf	2			$	0.03		per Mcf
Total net commodity derivative payments	$	(139	)					$	(210	)

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	Three Months Ended June 30, 2017					Six Months Ended June 30, 2017
	Net cash receipts		Price impact			Net cash receipts		Price impact
	(in millions)					(in millions)
Oil derivative receipts	$	21	$	1.59	per Bbl	$	33	$	1.22	per Bbl
NGL derivative receipts	1		$	0.01	per Bbl	1		$	0.02	per Bbl
Gas derivative receipts	1		$	0.02	per Mcf	—		$	—	per Mcf
Total net commodity derivative receipts	$	23				$	34

Three Months Ended June 30, 2016 Six Months Ended June 30, 2016
Net cash receipts Price impact Net cash receipts Price impact
(in millions) (in millions)
Oil derivative receipts $ 110
$ 8.97
per Bbl $ 303
$ 12.93
per Bbl
NGL derivative receipts 1
$ 0.19
per Bbl 5
$ 0.63
per Bbl
Gas derivative receipts 21
$ 0.68
per Mcf 41
$ 0.65
per Mcf
Total net commodity derivative receipts $ 132
$ 349

The Company's open derivative contracts are subject to continuing market risk. See Note E5 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for additional information regarding the Company's derivative contracts.

Gain on disposition of assets, net. The Company recorded a net ~~gains~~gain on the disposition of assets of ~~$194~~$79 million and ~~$205~~$83 million for the three and six months ended June 30, ~~2017,~~2018, respectively, as compared to $1$194 million and $3$205 million for the same respective periods in ~~2016.~~2017. For the three and six months ended June 30, 2018, the Company's gain on disposition of assets is primarily due to a gain of $78 million recognized on the sale of approximately 10,200 net acres in the West Eagle Ford Shale. For the three and six months ended June 30, 2017, the ~~Company's~~ gain on disposition of assets is primarily due to a gain of $194 million recognized on the sale of approximately 20,500 acres in the Martin County region of the Permian Basin. See Note C3 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information regarding the Company's ~~gain on disposition of~~completed divestitures and its plan to sell its South Texas, Raton and West Panhandle assets.

Oil and gas production costs. The Company recognized oil and gas production costs of ~~$147~~$243 million and ~~$288~~$456 million during the three and six months ended June 30, ~~2017~~2018, respectively, as compared to ~~$141~~$147 million and ~~$297~~$288 million during the same respective periods in ~~2016~~2017. Gathering, processing and transportation charges are inclusive of the effect of the adoption of ASC 606 as described above in Adoption of New Accounting Standards.Lease operating expenses and workover ~~costs~~expenses represent the components of oil and gas production costs over which the Company has management ~~control, while third-party transportation charges represent~~control.

The following table provides the ~~cost to transport volumes produced to a sales point. Net natural gas plant/gathering charges represent the net costs to gather and process~~components of the Company's ~~gas, reduced by net revenues earned from gathering~~total production costs per BOE for the three and ~~processing of third-party gas in Company-owned facilities.~~six months ended June 30, 2018 and 2017:



	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Lease operating expenses	$	4.61		$	4.79		$	4.51		$	4.89
Gathering, processing and transportation charges	3.05			0.82			2.77			0.91
Net natural gas plant (income) charges	(0.30		)	(0.18		)	(0.21		)	(0.23		)
Workover costs	0.79			0.76			0.80			0.68
Total production costs	$	8.15		$	6.19		$	7.87		$	6.25

Total oil and gas production costs per BOE for the three and six months ended June 30, ~~2017 decreased~~2018 increased by 732 percent and 1326 percent, respectively, as compared to the same respective periods in ~~2016. The decrease in lease~~2017. Lease operating expenses per BOE decreased during the three and six months ended June 30, ~~2017,~~2018, as compared to the same respective periods in ~~2016, was~~2017, primarily due to a greater proportion of the Company's production coming from horizontal wells in Spraberry/Wolfcamp area that have lower per BOE lease operating ~~costs~~costs. Gathering, processing and ~~cost reduction initiatives. The decrease in third-party~~transportation charges include transportation costs paid to third-party carriers and costs associated with gas processing. The adoption of ASC 606 had the effect of increasing gathering, processing and transportation charges by $1.82 and $1.68 per BOE, respectively, during the three and six months ended June 30, 2018 over what would have been reported if these charges were accounted for under ASC 605. The change in net natural gas plant income per BOE for the three and six months ended June 30, ~~2017,~~2018, as compared to the same respective periods in ~~2016, was due to a lower proportion of the Company's total production being subject to higher Eagle Ford Shale transportation costs. The change in net natural gas plant charges per BOE during the~~

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~~PIONEER NATURAL RESOURCES COMPANY~~

~~three and six months ended June 30,~~ 2017, ~~as compared to the same respective periods in 2016,~~ is primarily reflective of ~~increased earnings on third-party volumes that are processed~~changes in net revenues earned from gathering and processing of third party gas in Company-owned ~~facilities due to higher NGL and gas prices.~~facilities. The increase in workover costs per BOE during the three and six months ended June 30, ~~2017,~~2018, as compared to the same respective periods in ~~2016,~~2017, was primarily due to an increase in Permian Basin vertical well workover activity ~~due to~~as a result of the improvement in ~~commodity~~oil prices.

~~The following table provides the components of the Company's oil and gas production costs per BOE for the three and six months ended June 30, 2017 and 2016:~~

Three Months Ended
June 30, Six Months Ended
June 30,
2017 2016 2017 2016
Lease operating expenses $ 4.79
$ 4.95
$ 4.89
$ 5.20
Third-party transportation charges 0.82
1.47
0.91
1.61
Net natural gas plant (income) charges (0.18 ) (0.01 ) (0.23 ) 0.11
Workover costs 0.76
0.25
0.68
0.27
Total production costs $ 6.19
$ 6.66
$ 6.25
$ 7.19

Production and ad valorem taxes. The Company's production and ad valorem taxes were ~~$51~~$70 million and ~~$99~~$146 million during the three and six months ended June 30, ~~2017~~2018, respectively, as compared to ~~$36~~$51 million and ~~$65~~$99 million for the same respective periods in ~~2016~~2017. 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 three and six months ended June 30, ~~2017,~~2018, as compared to the same respective periods in ~~2016,~~2017, is primarily due to the increase in ~~commodity~~oil and NGL prices during 2018 and,

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for ad valorem tax purposes, the higher valuation attributable to the ~~Company’s~~Company's successful Spraberry/Wolfcamp horizontal drilling ~~program.~~program during 2018 and 2017.

The following table provides the Company's production and ad valorem taxes per BOE for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Production taxes	$	1.45	$	1.22	$	1.52	$	1.01	$	1.72	$	1.45	$	1.86	$	1.52
Ad valorem taxes	0.74		0.48		0.63		0.57		0.63		0.74		0.66		0.63
Total production and ad valorem taxes	$	2.19	$	1.70	$	2.15	$	1.58	$	2.35	$	2.19	$	2.52	$	2.15

Depletion, depreciation and amortization expense. The Company's DD&A expense was $378 million ($12.69 per BOE) and $735 million ($12.70 per BOE) for the three and six months ended June 30, 2018, respectively, as compared to $341 million ($14.46 per BOE) and $678 million ($14.74 per BOE) ~~for the three and six months ended June 30, 2017, respectively, as compared to $384 million ($18.14 per BOE) and $737 million ($17.82 per BOE)~~ during the same respective periods in 2016. The change in per BOE DD&A expense during the three and six months ended June 30, 2017, as compared to the same respective periods in 2016, is primarily due to a decrease in depletion expense per BOE on oil and gas properties.

2017. Depletion expense on oil and gas properties was ~~$13.96~~$12.10 and ~~$14.23~~$12.20 per BOE during the three and six months ended June 30, ~~2017,~~2018, respectively, as compared to ~~$17.62~~$13.96 and ~~$17.29~~$14.23 per BOE during the same respective periods in ~~2016. The change in~~2017.

Depletion expense on oil and gas properties per BOE ~~depletion expense during~~for the three and six months ended June 30, ~~2017,~~2018 decreased 13 percent and 14 percent, respectively. as compared to the same respective periods in ~~2016, is~~2017, primarily due to (i) ~~commodity~~additions to proved reserves attributable to the Company's successful Spraberry/Wolfcamp horizontal drilling program and (ii) oil and NGL 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 and (ii) additions to proved reserves attributable to the Company's successful Spraberry/Wolfcamp horizontal drilling program.~~wells.

Impairment of oil and gas ~~properties.~~properties and other long-lived assets. During the three and six months ended June 30, 2018, the Company recognized an impairment charge of $77 million to reduce the carrying value of its Raton Basin field assets to the agreed upon sales price for these 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 value of those assets may not be recoverable. ~~To the extent such~~In order to perform these assessments, ~~indicate~~management uses various observable and unobservable inputs, including management's outlooks for (i) proved reserves and risk-adjusted probably and possible reserves, (ii) commodity prices, (iii) production costs, (iv) capital expenditures and (v) production. Management's long-term commodity price outlooks are developed based on third-party, longer-term commodity future price outlooks as of a ~~reduction of the estimated useful life or estimated future cash flows of the~~measurement date ("Management's Price Outlooks"). The Company's ~~oil and gas properties, the carrying value may not be recoverable and therefore an~~impairment assessments resulted in a $285 million impairment charge ~~would be required~~during the six months ended June 30, 2017 to reduce the carrying ~~value~~values of the ~~proved properties~~Raton Basin field to ~~their~~its estimated fair ~~value.~~value at that time.

~~The~~It is reasonably possible that the Company's estimate of undiscounted future net cash ~~flow model~~flows may change in the ~~Company uses~~future resulting in the need to ~~assess proved properties for impairment includes numerous assumptions.~~impair the carrying values of its properties. The primary factors that may affect estimates of future cash flows are (i) future reserve adjustments, both positive and negative, to proved reserves and ~~appropriate~~ risk-adjusted probable and possible reserves, (ii) results of future drilling activities, (iii) changes in Management's Price ~~Outlook~~Outlooks and (iv) increases or decreases in production ~~costs~~ and capital costs associated with ~~those reserves. All inputs to the cash flow model are evaluated at each measurement date.~~these properties.

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As a result of the Company's proved property impairment assessments, the Company recognized noncash impairment charges to reduce the carrying values of (i) the Raton field during the three months ended March 31, 2017 ($285 million impairment charge) and (ii) its West Panhandle field during the three months ended March 31, 2016 ($32 million impairment charge) to their estimated fair values. See Note D3 and 4 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information regarding the Company's sale of its Raton Basin assets and proved oil and gas property impairment charges.

Exploration and abandonments expense. The following table provides the Company's geological and geophysical costs, exploratory dry holes expenses and lease abandonments and other exploration expenses for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	(in millions)								(in millions)
Geological and geophysical	$	18	$	17	$	41	$	37	$	24	$	18	$	51	$	41
Exploratory well costs	1		—		10		—		4		1		8		10
Leasehold abandonments and other	7		1		8		40		—		7		4		8
	$	26	$	18	$	59	$	77	$	28	$	26	$	63	$	59

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The geological and geophysical expenses for the three and six months ended June 30, ~~2017~~2018 and ~~2016~~2017 were primarily related to acquiring seismic surveys over a portion of the northern Spraberry/Wolfcamp area and geological and geophysical personnel costs.

During the six months ended June 30, ~~2016,~~2018, the Company ~~incurred leasehold abandonments primarily related to the abandonment~~drilled and evaluated 122 exploration/extension wells, 119 of ~~unproved properties in the Permian Basin and unproved acreage in Alaska in~~ which ~~the Company held an overriding royalty interest.~~

were successfully completed as discoveries. During the ~~six months ended June 30,~~same period in 2017, the Company drilled and evaluated 95 exploration/extension wells, 93 of which were successfully completed as discoveries. ~~During the same period in~~ ~~2016, the Company drilled and evaluated 106 exploration/extension wells, all of which were successfully completed as discoveries.~~

General and administrative expense. General and administrative expense for the three and six months ended June 30, ~~2017~~2018 was $95 million ($3.18 per BOE) and $185 million ($3.20 per BOE), respectively, as compared to $81 million ($3.43 per BOE) and $165 million ($3.58 per BOE)~~, respectively, as compared to $80 million ($3.77 per BOE) and $154 million ($3.72 per BOE)~~ for the same respective periods in ~~2016.~~2017. The increase in general and administrative costs during the three and six months ended June 30, 2018, as compared to the same respective periods in 2017, was primarily due to an increase in compensation costs, including benefits expense, as a result of an increase in headcount due to the Company's continued growth. The decrease in general and administrative expense per BOE during the three and six months ended June 30, ~~2017,~~2018, as compared to the same respective periods in ~~2016,~~2017, was primarily due to increases ~~of 11% and 12%~~ in sales volumes ~~during~~of 26 percent for the three and six months ended June 30, ~~2017,~~2018, as compared to the same respective periods in ~~2016.~~2017.

Accretion of discount on asset retirement obligations. Accretion of discount on asset retirement obligations was $5$4 million and ~~$10~~$8 million for the three and six months ended June 30, ~~2017, respectively,~~2018, as compared to $5 million and $9$10 million for the same respective periods in ~~2016.~~2017. See Note I9 of Notes to Consolidated Financial Statements in "Item 1. Financial Statements" for information regarding the Company's asset retirement obligations.

Interest expense. Interest expense was ~~$35~~$32 million and ~~$81~~$68 million for the three and six months ended June 30, ~~2017,~~2018, respectively, as compared to ~~$56~~$35 million and ~~$111~~$81 million for the same respective periods in ~~2016.~~2017. The decrease in interest expense during the three and six months ended June 30, ~~2017,~~2018, as compared to the same respective periods in ~~2016,~~2017, was primarily due to the repayment of ~~both~~the Company's 6.875% senior notes (the "6.875% Senior Notes"), which matured in May 2018, and the Company's 6.65% senior notes (the "6.65% Senior Notes"), which matured in March ~~2017, and the Company's 5.875% senior notes that matured in July 2016.~~2017. The weighted average interest ~~rates~~rate on the Company's indebtedness for the three and six months ended June 30, ~~2017, including the effects of capitalized interest,~~2018 was 5.4 percent and 5.5 percent, respectively, as compared to 5.6 percent and 5.7 percent ~~respectively, as compared to 6.2 percent~~ for ~~both of~~ the same respective periods in ~~2016.~~2017. See Note 7 of Notes to Consolidated Financial Statements in "Item 1. Financial Statements" for additional information about the Company's long-term debt and interest expense.

Other expense. Other expense was ~~$59~~$76 million and ~~$119~~$133 million for the three and six months ended June 30, ~~2017,~~2018, respectively, as compared to ~~$67~~$59 million and ~~$154~~$119 million ~~during~~for the same respective periods in ~~2016.~~2017. The ~~decrease~~increase in other expense ~~for~~during the three months ended June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, was primarily due to increases of (i) ~~a decrease of $11~~$9 million in ~~net losses from Company-provided fracture stimulation and~~asset divestiture related ~~service operations that are provided to third party working interest owners~~charges and (ii) ~~a decrease of $11~~$7 million in ~~idle drilling~~legal and ~~well service equipment charges, partially offset by (iii) an~~environmental expenses. The increase ~~of $18 million in unused firm transportation costs. The decrease~~ in other expense ~~for~~during the six months ended June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, was primarily due to increases of (i) ~~a decrease of $47~~$9 million in ~~idle drilling and well service equipment~~asset divestiture related charges and (ii) ~~a decrease of $18~~$3 million in ~~net losses from Company-provided fracture stimulation~~legal and ~~related service operations that are provided to third party working interest owners, partially offset by (iii) an increase of $32 million in unused firm transportation costs.~~

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The Company expects to continue to incur charges associated with excess firm gathering and transportation commitments and vertical integration operations until commodity prices improve, allowing the Company to increase its drilling activities, or, in the case of gathering and transportation commitments, the contractual obligations expire. Based on current drilling plans for 2017, the Company does not expect to incur any idle drilling rig charges.environmental expenses. See Note L13 of Notes to Consolidated Financial Statements ~~included~~ in "Item 1. Financial Statements" for additional ~~information.~~information regarding the Company's other expenses.

Income tax ~~benefit (provision).~~provision. The Company recognized an income tax provision of $19 million and $69 million for the three and six months ended June 30, 2018, respectively, as compared to an income tax provision of $121 million and $90 million for the ~~three and six months ended June 30, 2017, respectively, as compared to an income tax benefit of $143 million and $284 million for the~~ same respective periods in ~~2016.~~2017. The Company's effective tax rate for the three and six months ended June 30, ~~2017~~2018 was 23 percent and 22 percent, respectively, as compared to 34 percent and 32 percent ~~respectively, as compared to 35 percent~~ for ~~both of~~ the same respective periods in ~~2016.~~2017. The U.S. statutory rate for the three and six months ended June 30, 2018 was 21 percent, reflecting the reduction in the federal corporate income tax rate from 35 percent to 21 percent beginning in 2018 as a result of the Tax Cuts and Jobs Act that was enacted in December 2017. The Company's effective tax rate for the six months ended June 30, 2017 differs from the U.S. statutory rate in effect during 2017 of 35 percent primarily due to recognizing excess tax benefits of $8 million ~~during the three months ended March 31, 2017~~ associated with the adoption of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which requires excess tax benefits or deficiencies associated with the vesting of long-term incentive awards to be recorded as income tax expense or benefit in the statement of operations rather than as an adjustment to additional paid-in capital in the balance sheet.

As of June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had cumulative unrecognized tax benefits of ~~$119~~$129 million and ~~$112~~$124 million, respectively, resulting from research and experimental expenditures related to horizontal drilling and completions innovations. 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. ~~The Company expects to resolve the uncertainties associated with the unrecognized tax benefit by December 2018.~~

See Note M14 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information regarding the Company's income ~~taxes.~~tax rates and tax attributes.

~~Capital Commitments,~~Liquidity and Capital Resources

Liquidity. The Company's primary sources of short-term liquidity are (i) cash and ~~Liquidity~~cash equivalents, (ii) net cash provided by operating activities, (iii) sales of short-term and long-term investments, (iv) proceeds from divestitures and (iv) unused borrowing capacity under its credit facility. Although the Company expects that these sources of funding will be adequate to fund its 2018 capital expenditures, dividend payments and provide adequate liquidity to fund other needs, including previously announced stock repurchases, no assurance can be given that such funding sources will be adequate to meet the Company's future needs.

~~Capital commitments.~~The Company's primary needs for cash are for (i) capital expenditures, ~~and acquisition expenditures on~~(ii) acquisitions of oil and gas properties, ~~and related~~ vertical integration assets and facilities, ~~payment~~(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 ~~internally-generated~~the Company's sources of liquidity.

As of June 30, 2018, the Company had cash ~~flow, cash and cash equivalents~~ on hand ~~sales~~ of $792 million, short-term investments of $391 million and long-term investments of $313 million. The Company had no outstanding borrowings under its credit facility as of June 30, 2018, leaving $1.5 billion of unused borrowing capacity, and was in compliance with all of its debt covenants.

Capital resources. Cash flows from operating, investing and financing activities, as reflected in the accompanying consolidated statements of cash flows for the six months ended June 30, 2018 and 2017, are summarized below.

Operating activities. Net cash provided by operating activities was $1.5 billion during the six months ended June 30, 2018, as compared to $847 million during the same period in 2017. The increase in net cash provided by operating activities for the six months ended June 30, 2018, as compared to the same period in 2017, is primarily due to increases in the Company's oil and gas revenues for the six months ended June 30, 2018 as a result of increases in commodity prices and sales volumes, partially offset by increases in oil and gas production costs, production and ad valorem taxes and cash derivative payments.

Investing activities. Net cash used in investing activities was $1.0 billion during the six months ended June 30, 2018, as compared $777 million during same period in 2017. The increase in net cash used in investing activities during the six months

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ended June 30, 2018, as compared to the same period in 2017, is primarily due to (i) an increase of $514 million in additions to oil and gas properties and (ii) a decrease of $234 million in proceeds from ~~divestitures~~dispositions of ~~nonstrategic~~ assets, ~~or external~~partially offset by (iii) an increase of $439 million in net proceeds from investments and (iv) a decrease of $60 million in additions to other assets and other property and equipment. During the six months ended June 30, 2018, the Company's expenditures for investing activities were primarily funded by net cash provided by operating activities.

Financing activities. Net cash used in financing activities was $534 million during the six months ended June 30, 2018, as compared to $528 million during the same period in 2017. The increase in net cash used in financing activities during the six months ended June 30, 2018, as compared to the same period in 2017, is primarily due (i) an increase of $20 million in dividends paid, (ii) an increase of $15 million in purchases of treasury stock and (iii) an increase of $7 million in payments of other liabilities, partially offset by (iv) a reduction of $35 million in senior note repayments. During the six months ended June 30, 2018 and 2017, the Company repaid $450 million associated with the Company's 6.875% Senior Notes that matured in May 2018 and $485 million associated with the Company's 6.65% Senior Notes that matured in March 2017, respectively. See Note 7 of Notes to Consolidated Financial Statements in "Item 1. Financial Statements" for additional information regarding the Company's repayment of the 6.65% and 6.875% Senior Notes.

As the Company pursues its strategy, it may utilize various financing sources, including fixed and floating rate debt, convertible securities and preferred or common stock. The Company cannot predict the timing or ultimate outcome of any such actions, as ~~discussed~~they are subject to market conditions, among other factors. The Company may also issue securities in ~~"Capital resources" below.~~exchange for oil and gas properties, stock or other interests in other oil and gas companies or related assets. Additional securities may be of a class preferred to common stock, with respect to such matters as dividends and liquidation rights, and may also have other rights and preferences as determined by the Company's Board.

Capital commitments. During 2018, the Company plans to focus its capital spending primarily on oil drilling activities in the Spraberry/Wolfcamp area of the Permian Basin. The Company's capital budget for ~~2017~~2018 has been ~~reduced~~increased from ~~$2.8~~$2.9 billion to ~~$2.7~~$3.3 billion to $3.4 billion (excluding acquisitions, asset retirement obligations, capitalized interest, geological and geophysical administrative costs and information technology system upgrades)~~, consisting~~ to reflect (i) additional higher intensity completions during the second half of ~~$2.4 billion for~~2018, (ii) drilling ~~operations~~rig additions during the second half of 2018 to support its 2019 plan and ~~$275 million for water infrastructure, vertical integration~~(iii) inflationary pressures associated with the current commodity price environment. The Company expects to fund the capital budget increase from forecasted cash flow and ~~field facilities. The reduction reflects the decision to defer completing approximately 30 Spraberry/Wolfcamp horizontal wells into 2018.~~proceeds from asset divestitures. The Company's capital expenditures during the six months ended June 30, ~~2017~~2018 were ~~$1.3~~$1.8 billion, consisting of ~~$1.2~~$1.7 billion for ~~drilling operations (excluding acquisitions, asset retirement obligations, capitalized interest~~oil and ~~geological~~gas property related expenditures and ~~geophysical administrative costs) and $175~~$109 million for ~~water infrastructure,~~ vertical integration, system upgrades and other plant and equipment additions. See Operations and Drilling Highlights above for additional information regarding the Company's planned capital expenditures for 2018.

Based on results for the six months ended June 30, ~~2017~~2018 and the Company's current Management's Price Outlook, the Company expects that it will be able to fund its needs for cash (excluding acquisitions, if any), including the 2018 stock repurchases, with net cash flows from operating activities, cash and cash equivalents on hand, sales of short-term and long-term investments, proceeds from divestitures ~~of nonstrategic assets~~ and, if necessary, availability under the Credit ~~Facility~~Facility; however, no assurances can be given that such funding will be adequate to ~~be sufficient to fund its planned capital expenditures, acquisitions and contractual obligations, including debt maturities.~~

~~Investing activities.~~ Investing activities used $773 million of cash during the six months ended June 30, 2017, as compared to $2.6 billion during the six months ended June 30, 2016. The decrease in cash used in investing activities during the six months ended June 30, 2017, as compared to the same period in 2016, is primarily due to proceeds from the maturity of investments (commercial paper, corporate bonds and time deposits) of $878 million during the six months ended June 30, 2017, as compared to $1 million during the same period in 2016, and investment purchases of $746 million during the six months ended June 30, 2017, as compared to $1.5 billion during the same period in 2016. During the six months ended June 30, 2017,meet the Company's ~~expenditures for investing activities were primarily funded by net cash provided by operating activities.~~future needs.

Dividends/distributions. During ~~March~~February of ~~2017~~2018 and ~~2016~~2017, the Board declared semiannual dividends of $0.16 and $0.04 per common ~~share.~~share, respectively. Future dividends are at the discretion of the Board, and, if declared, the Board may change the current dividend amount based on the Company's liquidity and capital resources at the time.

Contractual ~~obligations, including off-balance sheet~~ obligations. The Company's contractual obligations include long-term debt, operating leases, drilling commitments (primarily related to commitments to pay day rates for contracted drilling rigs), capital funding obligations, derivative obligations, ~~firm~~gathering, processing. transportation and fractionation ~~commitments, minimum annual gathering, processing and transportation~~ commitments, and other liabilities (including postretirement benefit obligations). Other joint interest owners in properties operated by the Company will incur portions of the costs represented by these commitments.

Firm purchase, gathering, 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 (ii) fees on volume delivery or throughput obligations for gathering, processing, transportation and fractionation services. The Company plans to purchase third party volumes to satisfy its commitments if it is economic to do so; otherwise, it will pay the contracted fees for any commitment shortfalls.

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.~~obligations. As of June 30, ~~2017~~2018, the material off-balance sheet arrangements and transactions that the Company had entered into included (i) operating lease agreements, (ii) drilling commitments, (iii) firm purchase, transportation and fractionation commitments, (iv) open purchase commitments and (v) contractual obligations for which the ultimate settlement amounts are not fixed and determinable. The contractual obligations for which the ultimate settlement amounts

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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 delivery 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 parties 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 and transportation arrangements, in order to support the ~~Company’s~~Company's business plans.

There were no material changes to the Company's contractual obligations during the ~~first half of 2017~~six months ended June 30, 2018 other than the repayment of the Company's ~~6.65%~~6.875% Senior Notes in ~~March 2017 and the commitment~~May 2018.

See Note 10 of Notes to ~~a 20-year operating lease~~Consolidated Financial Statements included in "Item 1. Financial Statements" for additional information about the Company's ~~new corporate headquarters in June 2017. Annual base rent on the new corporate headquarters will be $33 million~~Commitments and ~~lease payments are expected to commence in the second half of 2019 when the building is complete.~~Contingencies.

The Company's commodity ~~and interest rate~~ derivative contracts are periodically measured and recorded at fair value and continue to be subject to market and credit risk. As of June 30, ~~2017~~2018, these contracts represented net ~~assets~~liabilities of $~~181~~599 million. The ultimate ~~liquidation~~settlement value of the Company's commodity ~~and interest rate~~ derivatives will be dependent upon actual future commodity prices, ~~and interest rates,~~ which may differ materially from the inputs used to determine the derivatives' fair values as of June 30, ~~2017~~2018.

See Note E5 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for additional information about the Company's derivative instruments and market risk.

~~Capital resources.~~ The Company's primary capital resources are cash and cash equivalents, short-term and long-term investments, net cash provided by operating activities, proceeds from divestitures and proceeds from financing activities (principally borrowings under the Company's Credit Facility or issuances of debt or equity securities). If internal cash flows do not meet the Company's expectations, the Company may reduce its level of capital expenditures, and/or fund a portion of its capital expenditures (i) using cash on hand, (ii) through sales of short-term and long-term investments, (iii) with borrowings under the Company's Credit Facility, (iv) through issuances of debt or equity securities or (v) through other sources, such as sales of nonstrategic assets.New Accounting Pronouncements

~~Operating activities.~~ Net cash provided by operating activities during the six months ended June 30, 2017 was $843 million, as compared to $519 million during the same period in 2016. The increase in net cash provided by operating activities for the six months ended June 30, 2017, as compared to the same period in 2016, is primarily due to increases in the Company's oil and gas revenues for the six months ended June 30, 2017 as a result of increases in commodity prices and sales volumes, partially offset by a $315 million reduction in cash provided by commodity derivatives during the six months ended June 30, 2017, as compared to the same period in 2016.

~~Financing activities.~~ Net cash used by financing activities during the six months ended June 30, 2017 was $528 million, as compared to net cash provided by financing activities of $2.5 billion during the same period in 2016. The decrease in net cash provided by financing activities during the six months ended June 30, 2017, as compared to the same period in 2016, is primarily due to the Company's issuance of 19.8 million shares of common stock during the first half of 2016 for cash proceeds of $2.5 billion and the principal repayment of $485 million attributable to the Company's 6.65% Senior Notes that matured in March 2017.

As the Company pursues its strategy, it may utilize various financing sources, including fixed and floating rate debt, convertible securities, preferred stock or common stock. The Company cannot predict the timing or ultimate outcome of any such actions as they are subject to market conditions, among other factors. The Company may also issue securities in exchange for oil and gas properties, stock or other interests in other oil and gas companies or related assets. Additional securities may be of a class preferred to common stock with respect to such matters as dividends and liquidation rights and may also have other rights and preferences as determined by the Board.

~~Liquidity.~~ ~~The Company's principal sources of short-term liquidity are cash and cash equivalents, sales of short-term and long-term investments and unused borrowing capacity under its Credit Facility. As of~~ ~~June 30, 2017, 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~~ ~~June 30, 2017. The Company also had cash on hand of~~ ~~$660 million, short-term investments of $1.5 billion and long-term investments of $187 million as of~~ ~~June 30, 2017~~. If internal cash flows do not meet the Company's expectations, the Company may fund a portion of its capital expenditures using cash on hand, sales of short-term and long-term investments, availability under its Credit Facility, issuances of debt or equity securities or other sources, such as sales

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of nonstrategic assets and/or reduce its level of capital expenditures or reduce dividend payments. The Company cannot provide any assurance that needed short- term or long-term liquidity will be available on acceptable terms or at all. Although the Company expects that the combination of internal operating cash flows, cash and cash equivalents on hand, sales of short-term and long-term investments, proceeds from divestitures of nonstrategic assets and, if necessary, available capacity under the Company's Credit Facility will be adequate for the remainder of 2017 to fund planned capital expenditures, acquisitions, dividend payments and provide adequate liquidity to fund other needs, no assurances can be given that such funding sources will be adequate to meet the Company's future needs.

~~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~~ ~~June 30, 2017~~ was $10.9 billion, consisting of $660 million of cash and cash equivalents, short-term and long-term investments of $1.7 billion, debt of $2.7 billion and equity of $10.6 billion. The Company's net debt to net book capitalization increased to three percent at June 30, 2017 from two percent at December 31, 2016. The Company's ratio of current assets to current liabilities decreased to 1.97 to 1.00 at June 30, 2017, as compared to 2.11 to 1.00 at December 31, 2016, primarily due to the reclassification of the Company's 6.875% Senior Notes to a current liability.

~~New accounting pronouncements.~~The effects of new accounting pronouncements are discussed in Note B2 and Note 11 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements."

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following quantitative and qualitative disclosures about market risk are supplementary to the quantitative and qualitative disclosures provided in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016~~.2017. As such, the information contained herein should be read in conjunction with the related disclosures in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016~~.2017.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about the Company's potential exposure to market risks. The term "market risks," insofar as it relates to currently anticipated transactions of the Company, refers to the risk of loss arising from changes in commodity prices and interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators regarding how the Company views and manages ongoing market risk exposures. None of the Company's market risk sensitive instruments are entered into for speculative purposes.

The Company had no interest rate derivative activity during the six months ended June 30, 2018. The following table reconciles the changes that occurred in the fair values of the Company's open commodity derivative contracts during the six months ~~ending~~ ended June 30, ~~2017~~:2018:

Derivative Contract Net Assets
Commodities Interest Rates Total
(in millions)
Fair value of contracts outstanding as of December 31, 2016 $ (76 ) $ 6
$ (70 )
Changes in contract fair value 287
(1 ) 286
Contract maturity receipts (33 ) —
(33 )
Contract termination receipts (2 ) —
(2 )
Fair value of contracts outstanding as of June 30, 2017 $ 176
$ 5
$ 181



	Derivative Contract Net Assets (Liabilities)
	(in millions)
Fair value of contracts outstanding as of December 31, 2017	$	(244	)
Changes in contract fair value	(566		)
Contract maturity payments	211
Fair value of contracts outstanding as of June 30, 2018	$	(599	)

Interest rate sensitivity. See Note G7 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" and Capital Commitments, Capital Resources and Liquidity included in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" for information regarding the Company's ~~long-term debt.~~outstanding debt and debt transactions.

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The following table provides information about financial instruments to which the Company was a party as of June 30, ~~2017~~2018 and that are sensitive to changes in interest rates. The table presents debt maturities by expected maturity dates, the weighted average interest rates expected to be paid on the debt given current contractual terms and market conditions and the aggregate estimated fair value of the Company's outstanding debt. For fixed rate debt, the weighted average interest rates represent the contractual fixed rates that the Company was obligated to periodically pay on the debt as of June 30, ~~2017~~2018. Although the Company had no outstanding variable rate debt as of June 30, ~~2017,~~2018, the average variable contractual rates for its ~~Credit Facility~~credit facility (that matures in August 2020) projected forward proportionate to the forward yield curve for LIBOR on ~~July 28, 2017~~August 6, 2018 is presented in the table below.


	Six Months Ending December 31,			Year Ending December 31,																	Asset (Liability) Fair Value at June 30,			Six Months Ending December 31,			Year Ending December 31,																	Liability Fair Value at June 30,
	2017			2018			2019			2020			2021			Thereafter			Total		2017			2018			2019			2020			2021			2022			Thereafter			Total		2018
	(dollars in millions)																							(dollars in millions)
Total Debt:
Fixed rate principal maturities (a)	$	—		$	450		$	—		$	450		$	500		$	1,350		$	2,750	$	(2,958	)	$	—		$	—		$	450		$	500		$	600		$	750		$	2,300	$	2,397
Weighted average fixed interest rate	5.31		%	5.11		%	5.00		%	4.42		%	4.72		%	5.49		%						5.00		%	5.00		%	4.42		%	4.72		%	4.94		%	5.70		%
Average variable interest rate	2.89		%	3.12		%	3.36		%	3.57		%												3.79		%	4.19		%	4.28		%
Interest Rate Swaps:
Notional debt amount (b)	$	100		$	—		$	—		$	—		$	—		$	—				$	5
Fixed rate payable (%)	1.81		%
Variable rate receivable (%) (c)	2.30		%

____________________


(a)	Represents maturities of principal amounts, excluding debt issuance costs and debt issuance discounts.


~~(b)~~	As of June 30, 2017, the Company was party to interest rate derivative contracts whereby the Company will receive the three-month LIBOR rate for the 10-year period from December 2017 through December 2027 in exchange for paying a fixed interest rate of 1.81 percent on a notional amount of $100 million on December 15, 2017.


~~(c)~~	~~The variable rate receivable represents the July 28, 2017 forecasted three-month LIBOR rate for the 10-year period from December 2017 through December 2027.~~

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Commodity derivative instruments and price sensitivity. The following table provides information about the Company's oil, NGL and gas derivative financial instruments that were sensitive to changes in oil, NGL and gas prices as of June 30, ~~2017~~2018. Although mitigated by the Company's derivative activities, declines in oil, NGL and gas prices would reduce the Company's revenues.

The Company manages commodity price risk with derivative contracts, such as swap contracts, collar contracts and collar contracts with short put options. Swap contracts provide a fixed price for a notional amount of sales volumes. 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. 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.

See Notes D4 and E5 of Notes to Consolidated Financial Statements included in "Item 1. Financial Statements" for a description of the accounting procedures followed by the Company for its derivative financial instruments and for specific information regarding the terms of the Company's derivative financial instruments that are sensitive to changes in oil, NGL or gas prices.

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	2017						Year Ending December 31,				Asset (Liability) Fair Value at June 30, 2017 (a)			2018						Year Ending December 31, 2019			Asset (Liability) Fair Value at June 30, 2018 (a)
	Third Quarter			Fourth Quarter			2018		2019		Asset (Liability) Fair Value at June 30, 2017 (a)			Third Quarter			Fourth Quarter						Asset (Liability) Fair Value at June 30, 2018 (a)
											(in millions)									Year Ending December 31, 2019				(in millions)
Oil Derivatives:
Average daily notional Bbl volumes:
Collar contracts	6,000			6,000			—		—		$	5		3,000			3,000			—			$	(7	)
Weighted average ceiling price per Bbl	$	70.40		$	70.40		$	—	$	—				$	58.05		$	58.05		$	—
Weighted average floor price per Bbl	$	50.00		$	50.00		$	—	$	—				$	45.00		$	45.00		$	—
Collar contracts with short puts ~~(b)~~	147,000			155,000			71,000		—		$	170		154,000			159,000			65,000			$	(560	)
Weighted average ceiling price per Bbl	$	62.03		$	62.12		$	60.38	$	—				$	57.70		$	57.62		$	60.74
Weighted average floor price per Bbl	$	49.81		$	49.82		$	50.07	$	—				$	47.34		$	47.26		$	52.69
Weighted average short put price per Bbl	$	41.07		$	41.02		$	40.00	$	—				$	37.31		$	37.23		$	42.69
Average forward NYMEX oil prices ~~(c)~~(b)	$	49.71		$	49.91		$	50.06	$	—				$	69.01		$	67.51		$	64.86
NGL Derivatives:
Butane collar contracts with short puts (Bbl) (d):	2,000			—			—		—		$	(1	)
Weighted average ceiling price per Bbl	$	36.12		$	—		$	—	$	—
Weighted average floor price per Bbl	$	29.25		$	—		$	—	$	—
Weighted average short put price per Bbl	$	23.40		$	—		$	—	$	—
Average forward butane prices (c)	$	37.07		$	—		$	—	$	—
Ethane collar contracts (Bbl) (e)	3,000			3,000			—		—		$	—
Weighted average ceiling price per Bbl	$	11.83		$	11.83		$	—	$	—
Weighted average floor price per Bbl	$	8.68		$	8.68		$	—	$	—
Average forward ethane prices (c)	$	10.97		$	11.18		$	—	$	—
Ethane basis swap contracts (MMBtu) (f)	6,920			6,920			6,920		6,920		$	1
Ethane basis swap contracts (MMBtu) (c)														6,920			6,920			6,920			$	—
Weighted average price differential per MMBtu	$	1.60		$	1.60		$	1.60	$	1.60				$	1.60		$	1.60		$	1.60
Average forward NYMEX gas prices ~~(c)~~(b)	$	2.94		$	3.09		$	2.98	$	2.81
Average forward NYMEX gas prices (b)														$	2.86		$	2.92		$	2.76
Gas Derivatives:
Average daily notional MMBtu volumes:
Swap contracts														100,000			100,000			—			$	1
Weighted average fixed price per MMBtu														$	3.00		$	3.00		$	—
Collar contracts with short puts	290,000			300,000			62,329		—		$	2		50,000			50,000			—			$	—
Weighted average ceiling price per MMBtu	$	3.57		$	3.60		$	3.56	$	—				$	3.40		$	3.40		$	—
Weighted average floor price per MMBtu	$	2.95		$	2.96		$	2.91	$	—				$	2.75		$	2.75		$	—
Weighted average short put price per MMBtu	$	2.47		$	2.47		$	2.37	$	—				$	2.25		$	2.25		$	—
Average forward NYMEX gas prices (c)	$	2.94		$	3.09		$	2.98	$	—
Average forward NYMEX gas prices ~~(c)~~(b)														$	2.86		$	2.92
Basis swap contracts:											$	—
Mid-Continent index swap contracts (g)	45,000			45,000			—		—
Permian Basin index swap volume (d)														60,000			60,000			44,877			$	(37	)
Weighted average fixed price per MMBtu	$	(0.32	)	$	(0.32	)	$	—	$	—				$	(1.46	)	$	(1.46	)	$	(1.46	)
Average forward basis differential prices (h)	$	(0.34	)	$	(0.35	)	$	—	$	—
Permian Basin index swap contracts (i)	—			26,522			39,945		—
Average forward basis differential prices (e)														$	(0.94	)	$	(1.10	)	$	(1.15	)
Southern California index swap contracts (f)														80,000			66,522			84,932			$	6
Weighted average fixed price per MMBtu	$	—		$	0.30		$	0.30	$	—				$	0.30		$	0.50		$	0.33
Average forward basis differential prices (j)	$	—		$	0.27		$	0.33	$	—
Average forward basis differential prices (g)														$	1.65		$	1.35		$	1.09

___________________

(a)

In accordance with Financial Accounting Standards Board ~~ASC~~("FASB") Accounting Standards Codification ("ASC") 210-20 and ASC 815-10, the Company classifies the fair value amounts of derivative assets and liabilities executed under master netting arrangements as net derivative assets or net derivative liabilities, as the case may be. The net asset and liability amounts shown above have been provided on a commodity contract-type basis, which may differ from their master netting arrangements classifications.


(b)	~~Subsequent to June 30, 2017, the Company entered into additional~~The average forward NYMEX oil ~~collar contracts with short puts for 26,000 Bbl per day of~~and gas prices are based on August 6, 2018 ~~production with a ceiling price of $55.01 per Bbl, a floor price of $45.00 per Bbl and a short put price of $35.00 per Bbl.~~market quotes.


(c)	The ~~average forward NYMEX oil, butane,~~ ethane ~~and gas prices are based on July 28, 2017 market quotes.~~


~~(d)~~	~~Represent collar contracts with short puts that reduce the price volatility of butane forecasted for sale by the Company at Mont Belvieu, Texas-posted prices.~~


~~(e)~~	~~Represent collar contracts that reduce the price volatility of ethane forecasted for sale by the Company at Mont Belvieu, Texas-posted prices.~~

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~~PIONEER NATURAL RESOURCES COMPANY~~

~~(f)~~

~~Represent~~ basis swap contracts ~~that~~ reduce the price volatility of ethane forecasted for sale by the Company at Mont Belvieu, Texas-posted prices. The ethane basis swap contracts fix the basis differential on a HHNYMEX Henry Hub ("HH") MMBtu equivalent basis. The Company will receive the HH price plus the price differential on 6,920 MMBtu per day, which is equivalent to 2,500 Bbls per day of ethane.


~~(g)~~(d)	~~Represent~~The referenced swap contracts ~~that~~ fix the basis ~~differentials~~differential between the index prices at which the Company sells its ~~Mid-Continent~~Permian Basin gas and the HH index price used in swap contracts and collar contracts with short puts.


~~(h)~~(e)	The average forward basis differential prices are based on ~~July 28, 2017~~August 6, 2018 market quotes for basis differentials between ~~the relevant~~Permian Basin index prices and the ~~NYMEX-quoted forward prices.~~HH index price.

~~(i)~~(f)

~~Represent~~The referenced swap contracts ~~that~~ fix the basis ~~differentials~~differential between Permian Basin index prices and southern California index prices for Permian Basin gas forecasted for sale in Arizona and southern California. Subsequent to June 30, 2017, the Company entered into additional basis swap contracts for 6,739 MMBtu per day of third quarter 2017 production with a price of $0.26 per MMBtu and 11,726 MMBtu per day of 2018 production with a price differential of $0.31 per MMBtu.


~~(j)~~(g)	The average forward basis differential prices are based on ~~July 28, 2017~~August 6, 2018 market quotes for basis differentials between Permian Basin index prices and southern California index prices.

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PIONEER NATURAL RESOURCES COMPANY

.Marketing derivatives. Periodically, the Company enters into ~~diesel derivative swap contracts~~buy and sell marketing arrangements to mitigate fuel price risk. The diesel derivative swap contracts are priced at an index that is highly correlated to the prices that the Company incurs to fuel drilling rigs and its fracture stimulation fleet equipment.fulfill firm pipeline transportation commitments. As of June 30, ~~2017,~~2018, the Company was party to ~~diesel derivative~~July and August 2018 oil basis swap contracts for ~~1,000~~3,000 Bbls per day of Permian Basin oil forecasted for ~~the remainder~~sale to a Gulf Coast refinery with a price differential of ~~2017 at an average~~$3.30 per Bbl ~~fixed price of $63.00.~~between NYMEX WTI and Magellan East Houston oil prices. As of June 30, ~~2017,~~2018, these positions had a liability fair value of $1$2 million. ~~Subsequent to June 30, 2017, the Company terminated its diesel derivative swap contracts for August through December 2017 for cash proceeds of $321 thousand.~~

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Item 4. 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~~During the three months ended June 30, 2018, the Company implemented a new enterprise resource planning ("ERP") system. Accordingly, the Company modified the design and documentation of certain internal control processes and procedures relating to the new ERP system, which resulted in changes into the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) ~~that occurred during~~. The Company expects the ~~three~~ ~~months ended~~ ~~June 30, 2017~~ ~~that have materially affected or are reasonably likely~~new ERP system to ~~materially affect~~strengthen its internal financial controls by automating certain manual processes and standardizing business processes and reporting across the ~~Company's internal control over financial reporting.~~organization.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is ~~party to the legal proceeding described in Note J of Notes to Consolidated Financial Statements included in "Part I, Item 1. Financial Statements." The Company is also~~ 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 10 of Notes to Consolidated Financial Statements included in "Part I, Item 1. Financial Statements" for additional information regarding legal proceedings involving the Company.

Item 1A. Risk Factors

In addition to the information set forth in this Report, the risks that are discussed in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, under the headings "Part I, Item 1. Business – Competition, Markets and Regulations," "Part I, Item 1A. Risk Factors" and "Part II, Item 7A. Quantitative and Qualitative Disclosures About Market ~~Risk,"~~Risk" should be carefully considered as such risks could materially affect the Company's business, financial condition or future results. There has been no material change in the Company's risk factors from those described in the Annual Report on Form 10-K.

These risks are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may have a material adverse effect on the Company's business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table summarizes the Company's purchases of treasury stock under plans or programs during the three months ended June 30, ~~2017~~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
April 2017 124
$ 190.35
—

May 2017 135
$ 165.08
—

June 2017 82
$ 166.86
—

Total 341
$ 174.70
—
$ —



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 Value of Shares that May Yet Be Purchased under Plans or Programs (b)
April 2018	458	$	182.84	—	$	82,995,111
May 2018	375	$	208.47	—	$	82,995,111
June 2018	30,130	$	178.31	30,000	$	77,647,626
Total	30,963			30,000

____________________


(a)	~~Consists of~~Includes 458 shares, 375 shares and 130 shares purchased from employees during April, May and June 2018, respectively, in order for the employee to satisfy tax withholding payments related to share-based awards that vested during the period.


(b)	In February 2008, the Company's board of directors approved a common stock repurchase program to offset the impact of dilution associated with annual employee stock awards. The stock repurchase program allows for up to $100 million of common stock to be repurchased during 2018.

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 Report.

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Item 6. Exhibits

Exhibits



Exhibit Number		Description

10.1	(a) —	~~Form of~~ Eleventh Amendment to ~~Severance Agreement~~the Pioneer Natural Resources USA, Inc. 401(k) and ~~Change in Control Agreement~~Matching Plan dated ~~May 17, 2017, between the Company and each executive officer of the Company.~~June 29, 2018.

12.1	(a) —	Computation of Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends.

18.1	(a) —	Ernst & Young LLP Preferability Letter

31.1	(a) —	Chief Executive Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.

31.2	(a) —	Chief Financial Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.

32.1	(b) —	Chief Executive Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.

32.2	(b) —	Chief Financial Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.

95.1	(a) —	Mine Safety Disclosures.

101.INS	(a) —	XBRL Instance Document.

101.SCH	(a) —	XBRL Taxonomy Extension Schema.

101.CAL	(a) —	XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	(a) —	XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	(a) —	XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	(a) —	XBRL Taxonomy Extension Presentation Linkbase Document.

_____________


(a)	Filed herewith.


(b)	Furnished herewith.

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PIONEER NATURAL RESOURCES COMPANY

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.



	PIONEER NATURAL RESOURCES COMPANY

Date: August ~~1, 2017~~9, 2018	By:	/s/ RICHARD P. DEALY
		Richard P. Dealy,
		Executive Vice President and Chief Financial Officer

Date: August ~~1, 2017~~9, 2018	By:	/s/ MARGARET M. MONTEMAYOR
		Margaret M. Montemayor,
		Vice President and Chief Accounting Officer

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~~Exhibit Index~~



~~Exhibit~~ ~~Number~~		~~Description~~
~~10.1~~	~~(a) —~~	~~Form of Amendment to Severance Agreement and Change in Control Agreement dated May 17, 2017, between the Company and each executive officer of the Company.~~

~~12.1~~	~~(a) —~~	~~Computation of Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends.~~

~~31.1~~	~~(a) —~~	~~Chief Executive Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.~~

~~31.2~~	~~(a) —~~	~~Chief Financial Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.~~

~~32.1~~	~~(b) —~~	~~Chief Executive Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.~~

~~32.2~~	~~(b) —~~	~~Chief Financial Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.~~

~~95.1~~	~~(a) —~~	~~Mine Safety Disclosures.~~

~~101.INS~~	~~(a) —~~	~~XBRL Instance Document.~~

~~101.SCH~~	~~(a) —~~	~~XBRL Taxonomy Extension Schema.~~

~~101.CAL~~	~~(a) —~~	~~XBRL Taxonomy Extension Calculation Linkbase Document.~~

~~101.DEF~~	~~(a) —~~	~~XBRL Taxonomy Extension Definition Linkbase Document.~~

~~101.LAB~~	~~(a) —~~	~~XBRL Taxonomy Extension Label Linkbase Document.~~

~~101.PRE~~	~~(a) —~~	~~XBRL Taxonomy Extension Presentation Linkbase Document.~~

~~_____________~~


~~(a)~~	~~Filed herewith.~~


~~(b)~~	~~Furnished herewith.~~



Assets acquired:
Proved properties	$	79
Unproved properties	347
Other property and equipment	5
Liabilities assumed:
Asset retirement obligations	(2		)
Other liabilities	(1		)
Net assets acquired	$	428



							Management's Price Outlooks
	Impairment Date	Fair Value		Fair Value Adjustment			Oil		Gas
Raton	March 2017	$	186	$	(285	)	$	53.65	$	3.00
West Panhandle	March 2016	$	33	$	(32	)	$	49.77	$	3.24




Derivatives Not Designated as	Location of Gain / (Loss) Recognized in	Three Months Ended June 30,						Six Months Ended June 30,
Hedging Instruments	Earnings on Derivatives	2017			2016			2017			2016
		(in millions)
Commodity price derivatives	Derivative gains (losses), net	$	136		$	(222	)	$	287		$	(177	)
Interest rate derivatives	Derivative gains (losses), net	(1		)	(7		)	(1		)	(9		)
Total		$	135		$	(229	)	$	286		$	(186	)



	Three Months Ended June 30, 2016					Six Months Ended June 30, 2016
	Net cash receipts		Price impact			Net cash receipts		Price impact
	(in millions)					(in millions)
Oil derivative receipts	$	110	$	8.97	per Bbl	$	303	$	12.93	per Bbl
NGL derivative receipts	1		$	0.19	per Bbl	5		$	0.63	per Bbl
Gas derivative receipts	21		$	0.68	per Mcf	41		$	0.65	per Mcf
Total net commodity derivative receipts	$	132				$	349



	Derivative Contract Net Assets
	Commodities			Interest Rates			Total
	(in millions)
Fair value of contracts outstanding as of December 31, 2016	$	(76	)	$	6		$	(70	)
Changes in contract fair value	287			(1		)	286
Contract maturity receipts	(33		)	—			(33		)
Contract termination receipts	(2		)	—			(2		)
Fair value of contracts outstanding as of June 30, 2017	$	176		$	5		$	181



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
April 2017	124	$	190.35	—
May 2017	135	$	165.08	—
June 2017	82	$	166.86	—
Total	341	$	174.70	—	$	—