Edgar Filing: PIONEER NATURAL RESOURCES CO

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Accelerated filer

Non-accelerated filer

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Smaller reporting company

PXD-2012.06.30

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, 2012



¨	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 or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 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 August 1, 2012 123,035,765

Table of Contents

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, 2012 and December 31, 2011	5

	Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011	7

	Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2012 and 2011	8

	Consolidated Statement of Equity for the six months ended June 30, 2012	9

	Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011	10

	Notes to Consolidated Financial Statements	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41

Item 4.	Controls and Procedures	45

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 4.	Mine Safety Disclosures	46

Item 6.	Exhibits	47

Signatures		48

Exhibit Index		49

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

Cautionary Statement Concerning Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q (the "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. 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, 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 (including joint venture agreements) with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, availability of equipment, services and personnel required to complete the Company's operating activities, access to and availability of transportation, processing and refining 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 and derivative contracts and the purchasers of Pioneer's oil, NGL and gas production, uncertainties about estimates of reserves 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, the risks associated with the ownership and operation of an industrial sand mining business, international operations 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 (the "SEC"). 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, 2011 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.

Table of Contents

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.


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


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


•	"MMBTU" means one million BTUs.


•	"MMBTUPD" means MMBTU per day.


•	"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.


•	"Pioneer Southwest" means Pioneer Southwest Energy Partners L.P. 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.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PIONEER NATURAL RESOURCES COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands)



	June 30, 2012			December 31, 2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	317,769		$	537,484
Accounts receivable:
Trade, net of allowance for doubtful accounts of $706 and $806 as of June 30, 2012 and December 31, 2011, respectively	250,192			275,991
Due from affiliates	2,301			7,822
Income taxes receivable	2,417			3
Inventories	277,539			241,609
Prepaid expenses	28,213			14,263
Discontinued operations held for sale	70,177			73,349
Other current assets:
Derivatives	308,762			238,835
Other	26,663			12,936
Total current assets	1,284,033			1,402,292
Property, plant and equipment, at cost:
Oil and gas properties, using the successful efforts method of accounting:
Proved properties	12,964,291			12,013,805
Unproved properties	296,827			235,527
Accumulated depletion, depreciation and amortization	(4,013,770		)	(3,648,465		)
Total property, plant and equipment	9,247,348			8,600,867
Goodwill	298,142			298,142
Other property and equipment, net	1,134,532			573,075
Other assets:
Investment in unconsolidated affiliate	184,374			169,532
Derivatives	260,929			243,240
Other, net of allowance for doubtful accounts of $655 and $340 as of June 30, 2012 and December 31, 2011, respectively	160,376			160,008
	$	12,569,734		$	11,447,156

The financial information included as of June 30, 2012 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

CONSOLIDATED BALANCE SHEETS (continued)

(in thousands, except share data)



	June 30, 2012			December 31, 2011
	(Unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable:
Trade	$	769,611		$	647,455
Due to affiliates	39,547			68,756
Interest payable	57,329			57,240
Income taxes payable	1,881			9,788
Deferred income taxes	89,656			57,713
Discontinued operations held for sale	77,310			75,901
Other current liabilities:
Derivatives	30,650			74,415
Deferred revenue	21,150			42,069
Other	41,857			36,174
Total current liabilities	1,128,991			1,069,511
Long-term debt	3,285,497			2,528,905
Derivatives	17,785			33,561
Deferred income taxes	2,154,301			1,942,446
Other liabilities	226,184			221,595
Equity:
Common stock, $.01 par value; 500,000,000 shares authorized; 134,763,095 and 133,121,092 shares issued at June 30, 2012 and December 31, 2011, respectively	1,348			1,331
Additional paid-in capital	3,611,799			3,613,808
Treasury stock at cost: 11,727,359 and 11,264,936 at June 30, 2012 and December 31, 2011, respectively	(511,628		)	(458,281		)
Retained earnings	2,473,504			2,335,066
Accumulated other comprehensive loss - net deferred hedge losses, net of tax	—			(3,130		)
Total equity attributable to common stockholders	5,575,023			5,488,794
Noncontrolling interests in consolidating subsidiaries	181,953			162,344
Total equity	5,756,976			5,651,138
Commitments and contingencies
	$	12,569,734		$	11,447,156

The financial information included as of June 30, 2012 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

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues and other income:
Oil and gas	$	641,737		$	562,412		$	1,360,693		$	1,038,140
Interest and other	6,043			13,594			34,491			42,067
Derivative gains (losses), net	275,812			229,478			367,562			(14,954		)
Gain (loss) on disposition of assets, net	1,140			(296		)	44,736			(2,487		)
	924,732			805,188			1,807,482			1,062,766
Costs and expenses:
Oil and gas production	156,838			101,741			295,159			200,576
Production and ad valorem taxes	44,495			35,864			90,291			69,160
Depletion, depreciation and amortization	200,921			135,511			382,339			258,345
Impairment of oil and gas properties	444,880			—			444,880			—
Exploration and abandonments	37,178			19,732			90,465			37,216
General and administrative	54,957			44,339			118,024			88,250
Accretion of discount on asset retirement obligations	2,444			2,048			4,874			4,092
Interest	49,008			44,995			95,866			90,222
Hurricane activity, net	—			(2		)	—			69
Other	30,651			12,053			54,258			29,914
	1,021,372			396,281			1,576,156			777,844
Income (loss) from continuing operations before income taxes	(96,640		)	408,907			231,326			284,922
Income tax benefit (provision)	45,086			(140,182		)	(72,617		)	(92,275		)
Income (loss) from continuing operations	(51,554		)	268,725			158,709			192,647
Income (loss) from discontinued operations, net of tax	12,017			(3,025		)	22,712			416,857
Net income (loss)	(39,537		)	265,700			181,421			609,504
Net income attributable to noncontrolling interests	(30,855		)	(20,123		)	(37,194		)	(15,333		)
Net income (loss) attributable to common stockholders	$	(70,392	)	$	245,577		$	144,227		$	594,171

Basic earnings per share:
Income (loss) from continuing operations attributable to common stockholders	$	(0.67	)	$	2.10		$	0.98		$	1.50
Income (loss) from discontinued operations attributable to common stockholders	0.10			(0.03		)	0.18			3.53
Net income (loss) attributable to common stockholders	$	(0.57	)	$	2.07		$	1.16		$	5.03
Diluted earnings per share:
Income (loss) from continuing operations attributable to common stockholders	$	(0.67	)	$	2.06		$	0.95		$	1.46
Income (loss) from discontinued operations attributable to common stockholders	0.10			(0.03		)	0.18			3.44
Net income (loss) attributable to common stockholders	$	(0.57	)	$	2.03		$	1.13		$	4.90
Weighted average shares outstanding:
Basic	123,028			116,213			122,754			116,042
Diluted	123,028			118,592			125,772			118,986
Dividends declared per share	$	—		$	—		$	0.04		$	0.04

Amounts attributable to common stockholders:
Income (loss) from continuing operations	$	(82,409	)	$	248,602		$	121,515		$	177,314
Income (loss) from discontinued operations, net of tax	12,017			(3,025		)	22,712			416,857
Net income (loss)	$	(70,392	)	$	245,577		$	144,227		$	594,171

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net income (loss)	$	(39,537	)	$	265,700		$	181,421		$	609,504
Other comprehensive activity:
Net hedge (gains) losses included in continuing operations	2,347			(8,139		)	4,855			(16,195		)
Income tax (benefit) provision	(797		)	4,138			(1,725		)	4,886
Other comprehensive activity	1,550			(4,001		)	3,130			(11,309		)
Comprehensive income (loss)	(37,987		)	261,699			184,551			598,195
Comprehensive (income) loss attributable to the noncontrolling interests	(30,855		)	(16,698		)	(37,194		)	(8,522		)
Comprehensive income (loss) attributable to common stockholders	$	(68,842	)	$	245,001		$	147,357		$	589,673

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

CONSOLIDATED STATEMENT OF EQUITY

(in thousands, except dividends per share)

(Unaudited)



			Equity Attributable To Common Stockholders
	Shares Outstanding		Common Stock		Additional Paid-in Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
Balance as of December 31, 2011	121,856		$	1,331	$	3,613,808		$	(458,281	)	$	2,335,066		$	(3,130	)	$	162,344		$	5,651,138
Dividends declared ($0.04 per share)	—		—		—			—			(4,982		)	—			—			(4,982		)
Exercise of long-term incentive plan stock options	65		—		(965		)	2,780			(807		)	—			—			1,008
Treasury stock purchases	(527	)	—		—			(56,129		)	—			—			(188		)	(56,317		)
Conversion of 2.875% senior convertible notes	—		—		(2		)	2			—			—			—			—
Tax benefit related to stock-based compensation	—		—		17,545			—			—			—			—			17,545
Deferred tax provision attributable to 2008 Pioneer Southwest initial public offering	—		—		(49,072		)	—			—			—			—			(49,072		)
Compensation costs:
Vested compensation awards, net	1,642		17		(17		)	—			—			—			—			—
Compensation costs included in net income	—		—		30,502			—			—			—			559			31,061
Cash distributions to noncontrolling interests	—		—		—			—			—			—			(17,956		)	(17,956		)
Net income	—		—		—			—			144,227			—			37,194			181,421
Other comprehensive activity:
Deferred hedging activity, net of tax:
Net hedge losses included in continuing operations	—		—		—			—			—			3,130			—			3,130
Balance as of June 30, 2012	123,036		$	1,348	$	3,611,799		$	(511,628	)	$	2,473,504		$	—		$	181,953		$	5,756,976

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



	Six Months Ended June 30,
	2012			2011
Cash flows from operating activities:
Net income	$	181,421		$	609,504
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation and amortization	382,339			258,345
Impairment of oil and gas properties	444,880			—
Exploration expenses, including dry holes	39,730			4,275
Deferred income taxes	57,291			87,337
(Gain) loss on disposition of assets, net	(44,736		)	2,487
Accretion of discount on asset retirement obligations	4,874			4,092
Discontinued operations	3,597			(390,868		)
Interest expense	18,152			15,432
Derivative related activity	(144,000		)	56,380
Amortization of stock-based compensation	30,970			21,155
Amortization of deferred revenue	(20,919		)	(22,290		)
Other noncash items	(7,513		)	(9,207		)
Change in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable, net	33,881			(23,605		)
Income taxes receivable	(1,452		)	27,226
Inventories	(33,318		)	(74,136		)
Prepaid expenses	(13,425		)	(9,990		)
Other current assets	(8,846		)	8,772
Accounts payable	30,580			6,201
Interest payable	82			(1,642		)
Income taxes payable	(7,907		)	(11,485		)
Other current liabilities	(20,271		)	6,471
Net cash provided by operating activities	925,410			564,454
Cash flows from investing activities:
Proceeds from disposition of assets, net of cash sold	62,945			813,520
Payments for acquisition, net of cash acquired	(295,974		)	—
Investment in unconsolidated subsidiary	—			(82,857		)
Additions to oil and gas properties	(1,424,807		)	(757,148		)
Additions to other assets and other property and equipment, net	(164,230		)	(215,367		)
Net cash used in investing activities	(1,822,066		)	(241,852		)
Cash flows from financing activities:
Borrowings under long-term debt	1,339,093			72,610
Principal payments on long-term debt	(596,000		)	(115,810		)
Distributions to noncontrolling interests	(17,956		)	(13,366		)
Payments of other liabilities	(744		)	(305		)
Exercise of long-term incentive plan stock options	1,008			362
Purchases of treasury stock	(56,317		)	(39,218		)
Excess tax benefits from share-based payment arrangements	17,545			27,937
Payment of financing fees	(4,660		)	(8,739		)
Dividends paid	(5,028		)	(4,812		)
Net cash provided by (used in) financing activities	676,941			(81,341		)
Net increase (decrease) in cash and cash equivalents	(219,715		)	241,261
Cash and cash equivalents, beginning of period	537,484			111,160
Cash and cash equivalents, end of period	$	317,769		$	352,421

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, 2012

(Unaudited)

NOTE A. 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 with continuing operations in the United States.

NOTE B. Basis of Presentation

Presentation. In the opinion of management, the consolidated financial statements of the Company as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011 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 or omitted in 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, 2011.

Certain reclassifications have been made to the 2011 financial statement and footnote amounts in order to conform to the 2012 presentation.

On May 6, 2008, the Company recognized a noncash gain on the sale of Pioneer Southwest Energy Partners L.P.'s ("Pioneer Southwest," a majority-owned and consolidated subsidiary) common units as a component of additional paid-in capital in stockholders' equity. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 740 Income Taxes, deferred income taxes of $49.1 million should be recognized for the future tax effects arising from the noncash gain on the sale of the Pioneer Southwest common units, with a corresponding decrease to additional paid-in capital. The Company recorded the deferred income taxes associated with this transaction in June 2012. The effect of this adjustment is immaterial to the accompanying financial statements.

Revision for deferred income taxes. The accompanying consolidated balance sheet as of December 31, 2011 has been revised for a change in the classification of deferred income taxes associated with the Company's unrealized current derivative net gains as of December 31, 2011. The noncash revisions resulted in a $77.0 million decrease in current deferred tax assets, a $57.7 million increase in current deferred tax liabilities and a $134.7 million decrease in noncurrent deferred tax liabilities from the amounts previously reported at December 31, 2011. Such revisions were made to appropriately reflect the impact on deferred income taxes based on the expected settlement periods related to derivatives, which remained subject to market risk as of December 31, 2011. See "- Derivatives and hedging," below and Notes F and H for more information about derivative fair values and market risk.

Derivatives and hedging. All derivatives are recorded in the accompanying consolidated balance sheets at their estimated fair values. See Note E for further information regarding the fair value of the Company's derivatives. Effective February 1, 2009, the Company discontinued hedge accounting on all of its then-existing derivative hedge contracts. Changes in the fair value of effective cash flow hedges prior to the Company's discontinuance of hedge accounting were recorded as a component of accumulated other comprehensive income or loss ("AOCI - Hedging"), in the equity section of the Company's consolidated balance sheets, and were transferred to earnings during the same periods in which the hedged transactions were recognized in the Company's earnings. As of June 30, 2012, all of the hedge gains or losses that were previously deferred in AOCI - Hedging have been transferred to earnings. The Company now recognizes all changes in the fair values of its derivative contracts 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 executed under master netting arrangements as net current or noncurrent derivative assets or net current or noncurrent derivative liabilities, whichever the case may be, by commodity and counterparty. Net derivative asset values are determined, in part, by utilization of the derivative counterparties' credit-adjusted risk-free rate curves and net derivative liabilities are determined, in part, by utilization of the Company's and Pioneer Southwest's credit-adjusted risk-free rate curves. The credit-adjusted risk-free rate curves for the Company and its counterparties are generally based on their independent market-quoted credit default swap rate curves plus the United States Treasury Bill yield

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

curve as of the valuation date. Pioneer Southwest's credit-adjusted risk-free rate curve is based on independent market-quoted forward London Interbank Offered Rate ("LIBOR") curves plus 162.5 basis points, representing Pioneer Southwest's borrowing rate.

Impairment of assets. The Company reviews its long-lived assets for impairment, including oil and gas properties, whenever events or circumstances indicate that their carrying values may not be fully recoverable. If the carrying value of long-lived assets is determined to be impaired, it is reduced to its estimated fair value with a corresponding charge to pretax earnings in the period in which it is determined to be impaired. See Note O for additional information about the Company's impairment charge for the three and six months ended June 30, 2012, and future impairment risk.

Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually. If the carrying value of goodwill is determined to be impaired, it is reduced for the impaired value with a corresponding charge to pretax earnings in the period in which it is determined to be impaired. During the third quarter of 2011, the Company performed its annual assessment of goodwill impairment and determined that there was no impairment.

New accounting pronouncement. In September 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-08 Intangibles - Goodwill and Other (Topic 350) ("ASU 2011-08"). ASU 2011-08 amended FASB ASC Topic 350 to permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. ASU 2011-08 became effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of ASU 2011-08 did not impact the carrying value of the Company's goodwill. See Note O for information regarding the Company's impairment assessments.

NOTE C. Acquisitions and Divestitures

Premier Silica Business Combination

On April 2, 2012, a wholly-owned subsidiary of Pioneer acquired 100 percent of the share capital of Industrial Sands Holding Company and its wholly-owned subsidiary, Oglebay Norton Industrial Sands, LLC (the "Acquisition"). During April 2012, the name of Oglebay Norton Industrial Sands, LLC was changed to Premier Silica LLC ("Premier Silica"). Premier Silica's core business is the operation of mines and processing facilities that produce, process and sell sand, primarily to upstream oil and gas companies for proppant used in the fracture stimulation of oil and gas wells in the United States. Premier Silica's business is supportive to the Company's vertical integration strategy of controlling major cost components of the Company's drilling and production activities in the areas where the Company has a significant inventory of drilling locations and a significant number of producing wells. The aggregate purchase price of Premier Silica was $296.0 million, including estimated closing adjustments, and was funded from available cash and borrowings under the Company's credit facility.

The Acquisition was accounted for as a business combination which, among other things, requires assets acquired and liabilities assumed to be measured at their acquisition date fair values. The Company's assessment of the fair values of Premier Silica's assets and liabilities is preliminary, and may be adjusted as a result of normal closing adjustments. The fair value of the tangible assets acquired totaled $468.9 million and were primarily comprised of proved sand reserves, probable sand reserves and mine processing facilities and equipment of $454.5 million. The fair value of liabilities assumed totaled $172.9 million and were primarily comprised of deferred income taxes of $150.8 million.

The Company recognized $1.2 million and $2.2 million of acquisition-related costs that were expensed in the three and six months ended June 30, 2012. These costs are included in other expense in the accompanying consolidated statements of operations for the three and six months ended June 30, 2012.

Divestitures Recorded as Discontinued Operations

South Africa. During December 2011, the Company committed to a plan to exit South Africa and initiated a process to divest of its net assets in South Africa ("Pioneer South Africa"). In March 2012, the Company agreed to sell its net assets in Pioneer

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(Unaudited)

South Africa to an unaffiliated third party, using a January 1, 2012 effective date, for net cash proceeds of $52.0 million, before normal closing adjustments. The sale is expected to close in the third quarter of 2012. The Company has classified (i) Pioneer South Africa's assets and liabilities as discontinued operations held for sale in the Company's accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011 and (ii) Pioneer South Africa's results of operations as income from discontinued operations, net of tax in the accompanying consolidated statements of operations (representing a recasting of Pioneer South Africa results of operations for the three and six months ended June 30, 2011, which were originally classified as continuing operations).

Tunisia. In February 2011, the Company sold 100 percent of the Company's share holdings in Pioneer Natural Resources Tunisia Ltd. and Pioneer Natural Resources Anaguid Ltd. (referred to in the aggregate as "Pioneer Tunisia") to an unaffiliated third party for cash proceeds of $802.5 million, including normal closing adjustments and excluding cash and cash equivalents sold, resulting in a pretax gain of $645.2 million. Accordingly, the Company has classified the results of operations of Pioneer Tunisia, prior to its sale, as discontinued operations, net of tax in the accompanying consolidated statement of operations for the six months ended June 30, 2011.

Gulf of Mexico. During the six months ended June 30, 2011, the Bureau of Ocean Energy Management, Regulation, and Enforcement paid the Company $2.0 million of interest on excess royalty payments associated with properties that were sold by the Company during 2006. Accordingly, the interest income is classified as income from discontinued operations.

The following table represents the components of the Company's discontinued operations for the three and six months ended June 30, 2012 and 2011:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Revenues and other income:
Oil and gas	$	20,172		$	21,520		$	39,765		$	65,051
Interest and other	—			35			20			4,971
Gain (loss) on disposition of assets, net	—			(4,574		)	(23		)	645,298
	20,172			16,981			39,762			715,320
Costs and expenses:
Oil and gas production	1,345			714			2,135			3,937
Depletion, depreciation and amortization (a)	—			13,544			—			27,236
Exploration and abandonments	1			1,875			86			4,587
General and administrative	12			2,582			1,132			9,397
Accretion of discount on asset retirement obligations (a)	652			610			1,304			1,302
Interest	—			773			(75		)	773
Other	1,581			3,012			1,185			4,214
	3,591			23,110			5,767			51,446
Income (loss) from discontinued operations before income taxes	16,581			(6,129		)	33,995			663,874
Current tax provision	(3,334		)	(12,745		)	(8,739		)	(26,638		)
Deferred tax (provision) benefit (a)	(1,230		)	15,849			(2,544		)	(220,379		)
Income (loss) from discontinued operations	$	12,017		$	(3,025	)	$	22,712		$	416,857

____________________


(a)	Represents the significant noncash components of discontinued operations.

Divestitures Recorded in Continuing Operations

The Company's net gain/loss on disposition of assets for the three and six months ended June 30, 2012 of $1.1 million and $44.7 million, respectively, was primarily associated with the sale of a portion of its interest in an unproved oil and gas property in the Eagle Ford Shale field during the three months ended March 31, 2012 to unaffiliated third parties for proceeds of $54.7

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June 30, 2012

(Unaudited)

million, including normal closing adjustments. Associated therewith, the Company recorded a pretax gain of $42.6 million.

During the three and six months ended June 30, 2011, the Company's net loss on disposition of assets was primarily associated with the sales of excess materials and supplies inventory.

NOTE D. 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, 2012:



	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
	(in thousands)
Beginning capitalized exploratory costs	$	138,002		$	107,596
Additions to exploratory costs pending the determination of proved reserves	205,938			380,832
Reclassification due to determination of proved reserves	(148,805		)	(266,415		)
Exploratory well costs charged to exploration expense	(1,408		)	(28,286		)
Ending capitalized exploratory costs	$	193,727		$	193,727

As of June 30, 2012 and December 31, 2011, the Company had no exploratory projects for which exploratory costs have been capitalized for a period greater than one year from the date drilling was completed.

NOTE E. 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.


•	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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June 30, 2012

(Unaudited)

The following table presents the Company's assets and liabilities that are measured at fair value as of June 30, 2012:



	Fair Value Measurement at the End of the Reporting Period Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Fair Value at June 30, 2012
	(in thousands)
Recurring fair value measurements
Assets:
Trading securities	$	251	$	168		$	—	$	419
Commodity derivatives	—		569,691			—		569,691
Deferred compensation plan assets	44,191		—			—		44,191
Total assets	$	44,442	$	569,859		$	—	$	614,301
Liabilities:
Commodity derivatives	$	—	$	(13,742	)	$	—	$	(13,742	)
Interest rate derivatives	—		(34,693		)	—		(34,693		)
Total liabilities	$	—	$	(48,435	)	$	—	$	(48,435	)
Total recurring fair value measurements	$	44,442	$	521,424		$	—	$	565,866

Trading securities and deferred compensation plan assets. The Company's trading securities are comprised of securities that are both actively traded and not actively traded on major exchanges. 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 directly observable prices on major exchanges. As of June 30, 2012, all significant inputs to these asset exchange values represented Level 1 independent active exchange market price inputs. Inputs for certain trading securities that are not actively traded on major exchanges were classified as Level 2 inputs.

Interest rate derivatives. The Company's interest rate derivative liabilities as of June 30, 2012 represent interest rate swap contracts. The Company utilizes discounted cash flow models for valuing its interest rate derivatives. The net derivative values attributable to the Company's interest rate derivative contracts as of June 30, 2012 are based on (i) the contracted notional amounts, (ii) LIBOR rate yield curves provided by counterparties and corroborated with forward active market-quoted LIBOR yield curves and (iii) the applicable credit-adjusted risk-free rate yield curve. The Company's interest rate derivative liability measurements represent Level 2 inputs in the hierarchy priority.

Commodity derivatives. The Company's commodity derivatives represent oil, natural gas liquids ("NGL"), gas and diesel swap contracts, collar contracts and collar contracts with short puts (which are also known as three-way collar contracts). The Company's oil, gas, NGL and diesel swap, collar and three-way collar derivative contract asset and liability measurements represent Level 2 inputs in the hierarchy priority. The Company utilizes discounted cash flow and option-pricing models for valuing its commodity derivatives.

The asset and liability values attributable to the Company's commodity derivatives were determined based on inputs which 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 and three-way collar contracts, which is based on active and independent market-quoted volatility factors.

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(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 consolidated balance sheet as of June 30, 2012 and December 31, 2011 are as follows:



	June 30, 2012				December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Long-term debt	$	3,285,497	$	3,934,014	$	2,528,905	$	3,105,585

Long term debt includes the Company's credit facility, the Pioneer Southwest credit facility and the Company's senior notes. The fair value of debt is determined utilizing inputs that are Level 2 measurements in the fair value hierarchy.

Credit facilities. The fair values of the Company's and Pioneer Southwest's credit facilities are 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 rate (in the case of the Company's credit facility) or LIBOR (in the case of the Pioneer Southwest credit facility) yield curves and (iii) the applicable credit-adjustments.

Senior notes. The Company's senior notes represent debt securities that are not actively traded on major exchanges. The 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 cash equivalents, short-term receivables, accounts payable trade and other liabilities that approximate fair value due to the nature of the instrument and relatively short maturities. Non-financial assets and liabilities initially measured at fair value include certain assets acquired and liabilities assumed in a business combination, goodwill and asset retirement obligations.

NOTE F. Income Taxes

The Company's income tax (provisions) benefits attributable to income from continuing operations consisted of the following for the three and six months ended June 30, 2012 and 2011:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Current	$	(3,494	)	$	(2,540	)	$	(15,326	)	$	(4,938	)
Deferred	48,580			(137,642		)	(57,291		)	(87,337		)
Income tax benefit (provision)	$	45,086		$	(140,182	)	$	(72,617	)	$	(92,275	)
Effective tax rate (a)	35		%	36		%	37		%	34		%

____________________


(a)	Represents the income tax benefit or provision divided by the income or loss from continuing operations before income taxes excluding the effect of net income attributable to noncontrolling interests.

The Company files income tax returns in the U.S. federal and various state and foreign jurisdictions. With few exceptions, the Company believes that it is no longer subject to examinations by tax authorities for years before 2006. As of June 30, 2012, no adjustments had been proposed in any jurisdiction that would have a significant effect on the Company's liquidity, future results of operations or financial position.

NOTE G. Long-term Debt

The Company's long-term debt consists of senior notes and revolving credit facilities, including the effects of net deferred fair value hedge losses and issuance discounts. As of June 30, 2012, the Company and Pioneer Southwest were in compliance with all of their debt covenants.

Credit facility. During March 2011, the Company entered into a Second Amended and Restated 5-Year Revolving Credit Agreement (the "Credit Facility") with a syndicate of financial institutions that matures in March 2016, unless extended in

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accordance with the terms of the Credit Facility. As of June 30, 2012, the Company had $110.0 million of outstanding borrowings under the Credit Facility and $40.1 million of undrawn letters of credit, all of which were commitments under the Credit Facility, leaving the Company with $1.1 billion of unused borrowing capacity under the Credit Facility. During July 2012, $39.0 million of the undrawn letters of credit were canceled.

Pioneer Southwest credit facility. During March 2012, Pioneer entered into an Amended and Restated 5-Year Revolving Credit Agreement (the "Pioneer Southwest Credit Facility") with a syndicate of financial institutions that matures in March 2017, unless extended in accordance with the terms of the Pioneer Southwest Credit Facility. The Pioneer Southwest Credit Facility provides for aggregate loan commitments of $300 million. As of June 30, 2012, Pioneer Southwest had $69.0 million of outstanding borrowings and $231.0 million of unused borrowing capacity under the Pioneer Southwest Credit Facility.

The Pioneer Southwest Credit Facility is available for general partnership purposes, including working capital, capital expenditures and distributions. Borrowings under the Pioneer Southwest Credit Facility may be in the form of Eurodollar rate loans, base rate committed loans or swing line loans. The Pioneer Southwest Credit Facility contains certain financial covenants, including (i) the maintenance of a quarter end maximum leverage ratio of not more than 3.5 to 1.00 and (ii) the maintenance of a ratio of the net present value of Pioneer Southwest's projected future cash flows from its oil and gas properties to total debt of at least 1.75 to 1.0.

Senior notes. During June 2012, the Company issued $600 million of 3.95% Senior Notes due 2022 and received proceeds, net of $8.5 million of offering discounts and costs, of $591.5 million. The Company used the net proceeds to reduce outstanding borrowings under the Credit Facility.

Convertible senior notes. As of June 30, 2012 and December 31, 2011, the Company had $479.9 million of 2.875% Convertible Senior Notes outstanding. The 2.875% Convertible Senior Notes are convertible under certain circumstances, using a net share settlement process, into a combination of cash and the Company's common stock based on a formula set forth in the indenture supplement pursuant to which the 2.875% Convertible Senior Notes were issued.

The Company's stock prices during March 2012 met the average price threshold that caused the Company's 2.875% Convertible Senior Notes to become convertible at the option of the holders during the following three months ended June 30, 2012. Associated therewith, certain holders of the 2.875% Convertible Senior Notes tendered $22 thousand principal amount of the notes for conversion. The Company paid certain of the tendering holders a total of $7 thousand cash and issued to the tendering holders 50 shares of the Company's common stock in May 2012 in accordance with the terms of the 2.875% Convertible Senior Notes indenture supplement. In August 2012, the Company anticipates paying the other tendering holders $15 thousand cash for the remaining notes tendered and issuing shares to be determined based upon the conversion calculation in accordance with the terms of the 2.875% Convertible Senior Notes indenture supplement.

The Company's stock prices during March 2011 met the average price threshold that caused the Company's 2.875% Convertible Senior Notes to become convertible at the option of the holders during the following three month period. Associated therewith, certain holders of the 2.875% Convertible Senior Notes tendered $70 thousand principal amount of the notes for conversion during the three months ended June 30, 2011. During the third quarter of 2011, the Company paid the tendering holders a total of $71 thousand cash, including accrued interest, and issued to the tendering holders 340 shares of the Company's common stock in accordance with the terms of the 2.875% Convertible Senior Notes indenture supplement.

During June 2012, the Company's stock price performance did not qualify the 2.875% Convertible Senior Notes for conversion at the option of the holders for the three months ended September 30, 2012. The Company's 2.875% Convertible Senior Notes may become convertible in future quarters depending on the Company's stock price or other conditions. If the 2.875% Convertible Senior Notes had qualified for and been converted as of June 30, 2012, the note holders would have received $479.9 million of cash and approximately 1.8 million shares of the Company's common stock, which was valued at $161.0 million at June 30, 2012.

On January 15, 2013, the 2.875% Convertible Senior Notes become redeemable at the option of the Company and on January 15, 2013, January 15, 2018, January 15, 2023, January 15, 2028 and January 15, 2033 the holders may require the Company to repurchase the notes for cash. The Company has the intent and ability to fund cash payments that may be required upon the conversion, redemption or repurchase of the 2.875% Convertible Senior Notes with borrowing capacity under the Credit Facility. Accordingly, the 2.875% Convertible Senior Notes are classified as long-term debt in the accompanying balance sheets.

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NOTE H. 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 and forward currency exchange rate agreements to reduce the effect of exchange rate volatility.

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 following table sets forth the volumes per day in barrels ("BBLs") outstanding as of June 30, 2012 under the Company's oil derivative contracts and the weighted average oil prices per BBL for those contracts:



	Six Months Ending December 31,			Twelve Months Ending December 31,
	2012			2013		2014
Collar contracts with short puts:
Volume (BBL) (a)	51,610			67,290		40,000
Average price per BBL:
Ceiling	$	118.73		$	120.61	$	122.77
Floor	$	84.80		$	88.88	$	91.50
Short put	$	69.12		$	71.72	$	74.88
Collar contracts:
Volume (BBL)	2,000			—		—
Average price per BBL:
Ceiling	$	127.00		$	—	$	—
Floor	$	90.00		$	—	$	—
Swap contracts:
Volume (BBL) (a)	3,000			3,000		—
Average price per BBL	$	79.32		$	81.02	$	—
Rollfactor swap contracts:
Volume (BBL)	—			6,000		—
NYMEX roll price (b)	$	—		$	0.43	$	—
Basis swap contracts:
Index swap volume (BBL)	20,000			—		—
Average price per BBL (c)	$	(1.15	)	$	—	$	—

____________________


(a)	Subsequent to June 30, 2012, the Company entered into additional NYMEX (i) swap contracts for 8,000 BBLs per day of August 2012 through December 2012 production with a price of $93.09 per BBL and (ii) collar contracts with short puts for 5,000 BBLs per day of 2014 production with a ceiling price of $102.22 per BBL, a floor price of $95.00 per BBL and a short put price of $80.00 per BBL.


(b)	Represents swaps that fix the difference between (i) each day's price per BBL of WTI for the first nearby month less (ii) the price per BBL of WTI for the second nearby NYMEX month, multiplied by .6667; plus (iii) each day's price per BBL of WTI for the first nearby month less (iv) the price per BBL of WTI for the third nearby NYMEX month, multiplied by .3333.


(c)	Basis differential price between Midland WTI and Cushing WTI.

NGL production derivative activities. All material physical sales contracts governing the Company's NGL production are tied directly or indirectly to either Mont Belvieu or Conway fractionation facilities' NGL product component prices. As of June

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30, 2012, the Company had NGL swap derivatives for 750 BBLs per day of July 2012 through December 2012 NGL sales at an average price of $35.03 per BBL and NGL collar contracts with short put derivatives for 3,000 BBLs per day of July 2012 through December 2012 sales with a ceiling price of $79.99 per BBL, a floor price of $67.70 per BBL and a short put price of $55.76 per BBL. Subsequent to June 30, 2012, the Company entered into additional NGL swap contracts for 2,000 BBLs per day of August 2012 through December 2012 production priced at $80.06 per BBL.

Gas production derivative activities. All material physical sales contracts governing the Company's gas production are tied directly or indirectly to regional index prices where the gas is sold. The Company uses derivative contracts to manage gas price volatility and reduce basis risk between NYMEX Henry Hub ("HH") prices and actual index prices at which the gas is sold.

The following table sets forth the volumes per day in millions of British thermal units ("MMBTU") outstanding as of June 30, 2012 under the Company's gas derivative contracts and the weighted average gas prices per MMBTU for those contracts:



	Six Months Ending December 31,			Twelve Months Ending December 31,
	2012			2013			2014 (a)			2015 (a)
Collar contracts with short puts:
Volume (MMBTU)	—			—			30,000			135,000
Price per MMBTU:
Ceiling	$	—		$	—		$	7.66		$	5.44
Floor	$	—		$	—		$	5.67		$	4.22
Short put	$	—		$	—		$	4.33		$	3.22
Collar contracts:
Volume (MMBTU)	65,000			150,000			80,000			50,000
Price per MMBTU:
Ceiling	$	6.60		$	6.25		$	6.39		$	7.92
Floor	$	5.00		$	5.00		$	5.00		$	5.00
Swap contracts:
Volume (MMBTU)	275,000			112,500			10,000			—
Price per MMBTU	$	4.97		$	5.62		$	6.18		$	—
Basis swap contracts:
Volume (MMBTU)	136,000			142,500			140,000			—
Price per MMBTU	$	(0.34	)	$	(0.22	)	$	(0.21	)	$	—

____________________

(a)

Subsequent to June 30, 2012, the Company (i) terminated its 2014 gas derivative positions, including basis swaps, for net proceeds of $47.1 million, (ii) terminated its 2015 collar contracts for proceeds of $19.4 million and (iii) terminated 2015 collar contracts with short puts for 30,000 MMBTU per day with a ceiling price of $7.11 per MMBTU, a floor price of $5.00 per MMBTU and a short put price of $4.00 per MMBTU for proceeds of $4.7 million.

Marketing and basis transfer derivative activities. Periodically, the Company enters into gas buy and sell marketing arrangements to utilize unused firm pipeline transportation commitments. Associated with these gas marketing arrangements, the Company may enter into gas index swaps to mitigate the related price risk. From time to time, the Company also enters into long and short gas swap contracts that transfer gas basis risk from one sales index to another sales index.

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PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

The following table sets forth the contract volumes outstanding as of June 30, 2012 under the Company's marketing and basis transfer derivative contracts and the weighted average gas prices per MMBTU for those contracts:



	Six Months Ending December 31,
	2012
Average Daily Gas Production Associated with Marketing Derivatives (MMBTU):
Basis swap contracts:
Index swap volume	26,739
Price differential ($/MMBTU)	$	0.25
Average Daily Gas Production Associated with Basis Transfer Derivatives (MMBTU):
Basis swap contracts:
Short index swap volume	3,343
NGI-So Cal Border Monthly price differential to NYMEX HH ($/MMBTU)	$	0.12
Long index swap volume	$	(3,343	)
IF-HSC price differential to NYMEX HH ($/MMBTU)	$	(0.05	)

Diesel derivative activities. The Company utilizes diesel derivative swap contracts to mitigate its fuel price risk associated with diesel used in Company-owned drilling rigs and fracture stimulation fleet equipment. As of June 30, 2012, the Company has diesel derivative swap contracts for 250 BBLs per day for 2013 at an average per BBL fixed price of $111.30. The diesel derivative contracts are priced at an index that is highly correlated to the prices that the Company incurs to fuel its drilling rigs and fracture stimulation fleet equipment.

Interest rates. As of June 30, 2012, the Company was a party to interest rate derivative contracts that lock in a fixed forward annual interest rate of 3.06 percent, for a 10-year period ending in August 2022, on a notional amount of $200 million. These derivative contracts mature and settle by their terms during August 2012. Subsequent to June 30, 2012, the Company terminated its 2012 interest rate swap positions at a cost of $28.4 million.

During April 2012, the Company entered into interest rate derivative contracts that lock in a fixed forward annual interest rate of 3.21 percent, for a 10-year period ending in December 2025, on a notional amount of $250 million. These derivative contracts mature and settle by their terms during December 2015.

Tabular disclosure of derivative financial instruments. All of the Company's derivatives are accounted for as non-hedge derivatives as of June 30, 2012 and December 31, 2011. The following tables provide disclosure of the Company's derivative instruments:

Fair Value of Derivative Instruments as of June 30, 2012

Asset Derivatives (a)

Liability Derivatives (a)

Type

Balance Sheet

Location

Fair

Value

Balance Sheet

Location

Fair

Value

(in thousands)

Derivatives not designated as hedging instruments

Commodity price derivatives

Derivatives - current

318,503

Derivatives - current

17,108

Interest rate derivatives

Derivatives - current

—

Derivatives - current

23,283

Commodity price derivatives

Derivatives - noncurrent

270,681

Derivatives - noncurrent

16,127

Interest rate derivatives

Derivatives - noncurrent

—

Derivatives - noncurrent

11,410

589,184

67,928

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

Fair Value of Derivative Instruments as of December 31, 2011

Asset Derivatives (a)

Liability Derivatives (a)

Type

Balance Sheet

Location

Fair

Value

Balance Sheet

Location

Fair

Value

(in thousands)

Derivatives not designated as hedging instruments

Commodity price derivatives

Derivatives - current

248,809

Derivatives - current

68,735

Interest rate derivatives

Derivatives - current

—

Derivatives - current

15,654

Commodity price derivatives

Derivatives - noncurrent

257,368

Derivatives - noncurrent

47,689

506,177

132,078

___________________


(a)	Derivative assets and liabilities shown in the tables above are presented as gross assets and liabilities, without regard to master netting arrangements which are considered in the presentations of derivative assets and liabilities in the accompanying consolidated balance sheets.



Derivatives in Cash Flow Hedging	Location of Gain/(Loss) Reclassified from	Amount of Gain/(Loss) Reclassified from AOCI into Earnings
Derivatives in Cash Flow Hedging	Location of Gain/(Loss) Reclassified from	Three Months Ended June 30,						Six Months Ended June 30,
Relationships	AOCI into Earnings	2012			2011			2012			2011
		(in thousands)
Commodity price derivatives	Oil and gas revenue	$	(2,347	)	$	8,208		$	(3,156	)	$	16,332
Interest rate derivatives	Interest expense	—			(69		)	(1,699		)	(137		)
Total		$	(2,347	)	$	8,139		$	(4,855	)	$	16,195



		Amount of Gain (Loss) Recognized in Earnings on Derivatives
Derivatives Not Designated as Hedging	Location of Gain (Loss) Recognized in	Three Months Ended June 30,					Six Months Ended June 30,
Instruments	Earnings on Derivatives	2012			2011		2012			2011
		(in thousands)
Commodity price derivatives	Derivative gains (losses), net	$	298,471		$	214,903	$	386,601		$	(27,377	)
Interest rate derivatives	Derivative gains (losses), net	(22,659		)	14,575		(19,039		)	12,423
Total		$	275,812		$	229,478	$	367,562		$	(14,954	)

AOCI - Hedging. As of December 31, 2011, the Company had $3.2 million and $1.7 million of net deferred losses on the effective portions of discontinued oil and interest rate hedges, respectively, and $1.8 million of associated net deferred tax benefits classified in AOCI—Hedging in the accompanying consolidated balance sheet. During the six months ended June 30, 2012, the Company transferred the respective AOCI - Hedging balances to oil revenue, interest expense and income tax provisions.

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.

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

The following table provides the Company's derivative assets and liabilities by counterparty as of June 30, 2012:



	Assets		Liabilities
	(in thousands)

JP Morgan Chase	$	119,358	$	15,217
Citibank, N.A.	87,788		438
Barclays Capital	53,131		—
BMO Financial Group	42,192		—
BNP Paribas	40,677		—
J. Aron & Company	33,071		—
Wells Fargo Bank, N.A.	31,419		20,981
Credit Suisse	29,795		—
Toronto Dominion	29,206		—
Credit Agricole	28,179		2,177
Societe Generale	24,356		—
Merrill Lynch	16,880		2,775
Morgan Stanley	16,184		885
Den Norske Bank	9,790		—
BP Corporation North America	4,040		—
Deutsche Bank	2,194		2,363
Vitol	1,345		—
Macquarie Bank	86		—
Royal Bank of Canada	—		262
UBS	—		3,337
Total	$	569,691	$	48,435

NOTE I. Asset Retirement Obligations

The Company's asset retirement obligations primarily relate to the future plugging and abandonment of wells, restoration of certain sand mines and related facilities. Market risk premiums associated with asset retirement obligations are estimated to represent a component of the Company's credit-adjusted risk-free rate that is utilized in the calculations of asset retirement obligations.

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

The following table summarizes the Company's asset retirement obligation activity during the three and six months ended June 30, 2012 and 2011:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(in thousands)
Beginning asset retirement obligations	$	134,314		$	154,689		$	136,742		$	152,291
Liabilities assumed in acquisitions	8,515			—			8,515			6
New wells placed on production	1,581			1,404			2,411			2,075
Changes in estimates	1,603			(179		)	1,603			121
Disposition of wells	—			(367		)	—			(448		)
Liabilities settled	(3,054		)	(6,235		)	(8,742		)	(7,469		)
Accretion of discount from continuing operations	2,444			2,048			4,874			4,092
Accretion of discount from integrated services (a)	54			—			54			—
Accretion of discount from discontinued operations	—			610			—			1,302
Ending asset retirement obligations	$	145,457		$	151,970		$	145,457		$	151,970

_____________________


(a)	Accretion of discount from integrated services includes Premier Silica accretion expense, which is recorded as a reduction in third-party income from vertical integration services in interest and other income in the Company's accompanying consolidated statements of operations. See Note M for more information about interest and other income.

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, 2012 and December 31, 2011, the current portions of the Company's asset retirement obligations were $18.6 million and $14.2 million, respectively.

NOTE J. Incentive Plans

Stock-based compensation

For the three and six months ended June 30, 2012, the Company recorded $21.7 million and $43.3 million, respectively, of stock-based compensation expense for all plans, as compared to $13.8 million and $26.4 million for the same respective periods of 2011. As of June 30, 2012, there was $156.0 million of unrecognized compensation expense related to unvested share- and unit-based compensation plan awards, including $27.0 million attributable to stock-based awards that are expected to be settled in cash on their vesting date, rather than in equity shares ("Liability Awards"). This compensation will be recognized 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, 2012 and December 31, 2011, accounts payable – due to affiliates includes $8.2 million and $9.2 million, respectively, of liabilities attributable to Liability Awards.

The Company's issued shares, as reflected in the consolidated balance sheets at June 30, 2012 and December 31, 2011, do not include 304,260 and 533,125 common shares, respectively, associated with unvested stock-based compensation awards that have voting rights.

Table of Contents

PIONEER NATURAL RESOURCES COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

(Unaudited)

The following table summarizes the activity that occurred during the six months ended June 30, 2012, for each type of share-based incentive award issued by Pioneer:

Restricted

Stock Equity

Awards

Restricted

Stock

Liability

Awards

Performance

Units