The Company's operations and financial results are subject to various risks and uncertainties.

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If any of these risks actually occurs, it could materially harm the company's business, financial condition or results of operations.

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The market price of the Company’s common stock could decline.

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Pioneer's actual production could differ from its forecasts.

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Litigation relating to the Parsley Acquisition could result in substantial costs.

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Company's operations are subject to stringent environmental, oil and gas-related and occupational safety and health legal requirements.

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The Company reduced its 2020 drilling, completion, facilities and water infrastructure capital budget significantly in an effort to fund its budget fully from its forecasted cash flow.

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An extended decline in commodity prices could materially and adversely affect the amount of oil, NGLs and gas that the Company can produce economically.

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Market conditions resulting from the effects of the COVID-19 pandemic, low oil prices, or a negative or recessionary economy could also increase the risk.

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Declining general economic, business or industry conditions could have a material adverse effect on the company's results of operations.

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Acquisitions of oil and gas properties, including acreage trades, have from time to time contributed to the Company's growth.

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Success of any acquisition will depend on a number of factors and involves potential risks.

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The marketing of oil, NGL and gas production depends in large part on the availability, proximity and capacity of pipelines and storage facilities.

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The Company also relies (and expects to rely in the future) on facilities developed and owned by third parties in order to gather, store, process, transport, fractionsate, refine, export and sell its oil.

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There can be no assurance that the Company will be able to develop, exploit or acquire sufficient reserves to replace its current or future production.

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Actual futureNet Cash Flows may also be affected by factors such as: - changes in governmental regulations or taxation.

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At December 31, 2020, approximately five percent of the Company's total estimated proved reserves were undeveloped.

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Security threats could have a material adverse effect on the company's business.

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The Company's technologies systems and networks may become the target of cybersecurity attacks.

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Provisions of the company's charter documents and Delaware law may inhibit a takeover.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting.

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The Company's overall exposure to operational risks may increase as its drilling activity expands, along with any associated increases in internally-provided well services.

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Exploration and development drilling involve substantial costs and risks and may not result in commercially productive reserves.

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The Company expects that it will continue to recognize exploration and abandonment expense in 2021.

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The Company's ability to drill and develop these locations depends on a number of factors, including the availability and cost of capital.

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Changes in the laws or regulations on which the Company relies in planning and executing its drilling programs could materially and adversely impact the company's drilling plans.

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Multi-well pad drilling may cause delays in scheduled commencement of production.

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In 2016, the U.S. Geological Survey identified Texas as being among the states with areas of increased rates of induced seismicity.

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The legal requirements related to the disposal of produced water into a non-producing geologic formation are subject to change.

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The Company's revenues, profitability, cash flow and future rate of growth are highly dependent on commodity prices.

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Commodity prices may fluctuate widely in response to relatively minor changes in the supply of and demand for oil, NGL and gas.

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There can be no assurance that such processing and gathering operations will continue to be unregulated.

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Significant or extended price declines could result in the Company having to make downward adjustments to the carrying value of its proved oil and gas properties.

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Decreased levels of drilling activity could make certain drilling activities or production uneconomical.

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Higher costs if commodity prices rise could reduce the company's profitability, cash flow and ability to complete development activities.

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The Company's ability to declare and pay dividends and repurchase shares is subject to certain considerations.

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Dividends are authorized and determined by the company's board of directors in its sole discretion.

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A failure by purchasers of.

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thecompany's production to satisfy their obligations to the.

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Company could be amaterial adverse.

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Pioneer and Parsley had U.S. federal net operating loss carryforwards of $5.3 billion and $1.2 billion, respectively, as of December 31, 2020.

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If Pioneer were to undergo an ownership change, it may be prevented from fully utilizing its historic Nols incurred prior to January 1, 2018.

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At December 31, 2020, the Company carried unproved oil and gas property costs of $576 million.

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The Company periodically evaluates its goodwill for impairment.

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If incurred, an impairment of the goodwill could result in a material non cash charge to the company's earnings.

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No comprehensive climate change legislation has been implemented at the federal level.

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President Biden issued executive orders in January 2021 re-committing the U.S. to the "Paris Agreement"

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Litigation risks are also increasing, as a number of states, municipalities and other plaintiffs have sought to bring suit against the largest oil and gas exploration and production companies.

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Increasing concentrations of GHG in the Earth's atmosphere may produce climate changes.

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The inhalation of respirable crystalline silica dust is associated with the lung disease silicosis.

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Increasing attention to ESG matters may impact the Company's business.

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The need to obtain permits has the potential to delay, curtail or cease the development of oil and gas projects.

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Hydraulic fracturing could increase the Company's cost of doing business and result in additional operating restrictions, delays or cancellations.

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At the federal level, the EPA asserted federal regulatory authority over certain hydraulic fracturing activities.

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States have adopted legal requirements that have imposed new or more stringent permitting, public disclosure or well construction requirements.

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Laws and regulations pertaining to protection of threatened and endangered species could delay, restrict or prohibit the Company's operations.

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The Company's transportation of gas, sales and purchases of oil, NGLs and gas or other energy commodities, expose the Company to potential regulatory risks.

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enactment of derivatives legislation could have a material adverse effect on thecompany's ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with its business.

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The full impact of the Dodd-Frank Act will not be known until the regulations are fully implemented and the market for derivatives contracts has adjusted.

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The Company expects to qualify for the end-user exception from margin requirements for swaps entered into to manage its commercial risks.

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The success of the Parsley Acquisition will depend, in significant part, on Pioneer's ability to successfully integrate the acquired business.

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The Company's bylaws provide for an exclusive forum for causes of action under the Securities Act of 1933.

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There can be no assurance that the Company and the other defendants will be successful in the outcome of any such pending or any potential future lawsuits.

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The Parsley Acquisition involves the combination of two companies that operated as independent public companies.

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The Company's future success will depend, in part, upon its ability to manage this expanded business, which may pose substantial challenges for management.

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The Company's operations and financial results are subject to various risks and uncertainties.

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If any of these risks actually occur, it could materially harm the company's business, financial condition or results of operations.

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The Company may not be able to obtain access on commercially reasonable terms or otherwise to gathering systems, pipelines and other processing, fractionation, refining, storage, transportation and export facilities.

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Pioneer's actual production could differ from its forecasts.

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The Company could experience periods of higher costs if commodity prices rise.

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Law and regulations pertaining to protection of threatened and endangered species or to critical habitat, wetlands and natural resources could delay, restrict or prohibit theCompany's operations.

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An extended decline in commodity prices could materially and adversely affect the amount of oil, NGLs and gas that the Company can produce economically.

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The Company's ability to develop and sell its production could be adversely affected by the inability or unwillingness of third parties to provide sufficient processing, fractionation, refining, transportation, storage or export facilities.

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Market conditions resulting from the effects of the COVID-19 pandemic, low oil prices, or a negative or recessionary economy could also increase the risk.

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Declining general economic, business or industry conditions could have a material adverse effect on the company's results of operations.

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The Company may be unable to make attractive acquisitions.

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Any acquisition it completes is subject to substantial risks that could materially and adversely affect its business.

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The Company regularly reviews its property base for the purpose of identifying nonstrategic assets.

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The Company could be forced to shut in some production or delay or discontinue drilling plans and commercial production following a discovery of hydrocarbons.

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A limited number of purchasers for a majority of the company's products could have a material adverse effect on its ability to sell its production.

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U.S. law was changed in 2015 to permit the export of oil.

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Exports may not occur if demand is lacking in foreign markets.

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The actual production, revenues and expenditures with respect to proved.

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reserves will likely differ from the estimates.

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There can be no assurance that the Company will be able to develop, exploit, find or acquire sufficient additional reserves to replace its current or future production.

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Recovery of undeveloped proved reserves requires significant capital expenditures and successful drilling.

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Security threats could be materially and adversely affected by security threats, including cybersecurity threats,.

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Other disruptions, such as cyberattacks, could also adversely affect the business, as well as its future cash flow and profitability.

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Company faces various security threats, including cybersecurity threats to gain unauthorized access to, or control of, sensitive information.

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Cybersecurity attacks in particular are becoming more sophisticated.

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The Company's overall exposure to operational risks may increase as its drilling activity expands.

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Drilling involves numerous risks, including the risk that no commercially productive oil or gas reservoirs will be encountered.

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The Company relies, to a large extent, on facilities owned and operated by third-parties.

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The Company's ability to drill and develop these locations depends on a number of factors, including the availability and cost of capital.

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Changes in the laws or regulations on which the Company relies in planning and executing its drilling programs could materially and adversely impact the company's future drilling plans.

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There are significant risks associated with the operation of gas processing plants and the associated gathering systems.

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Gas and NGLs are volatile and explosive and may include carcinogens.

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A sustained decline in these commodity prices could materially and adversely affect the Company's business, financial condition and results of operations.

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The Company's revenues, profitability, cash flow and future rate of growth are highly dependent on commodity prices.

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Commodity prices may fluctuate widely in response to relatively minor changes in the supply of and demand for oil, NGL and gas.

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A further or extended decline in commodities prices could materially and adversely affect the Company.

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Should any of these assumptions prove inaccurate, or should the Company's development plans change, actual production could be materially and adversely affected.

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The Company could experience periods of higher costs if commodity prices rise.

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Costs may rise faster than increases in the company's revenue.

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The Company relies on a limited number of purchasers to purchase a majority of its products.

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A sustained lower commodity price environment would reduce the prices at which the company could enter into derivative contracts on future volumes.

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As of December 31, 2021, Pioneer had U.S. federal net operating loss carryforwards of $6.0 billion.

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$2.2 billion were incurred prior to January 1, 2018 and will begin to expire, if unused, in 2032.

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No comprehensive climate change legislation has been implemented at the federal level.

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President Biden has issued several executive orders calling for more expansive action to address climate change.

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Shareholders and bondholders that are currently invested in fossil-fuel energy companies may elect in the future to shift some or all of their investments into non-fossil fuel energy related sectors.

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Health risks have been, and may continue to be, a significant issue confronting the commercial sand industry.

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Evidence of an association between crystalline silica exposure or silicosis and lung cancer.

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Increasing attention to ESG matters may impact the Company’s business, financial condition and results of operations.

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Businesses across all industries are facing increasing scrutiny from stakeholders related to their ESG practices.

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Businesses that do not adapt to or comply with investor or stakeholder expectations and standards may suffer from reputational damage.

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The Company's operations are subject to stringent environmental, oil and gas-related and occupational safety and health legal requirements.

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The need to obtain permits has the potential to delay, curtail or cease the development of oil or gas projects.

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State implementation of the revised NAAQS could, among other things, require the Company to install new emission controls.

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In another example, there continues to be uncertainty on the federal government's applicable jurisdictional reach over waters of the United States.

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Two federal district courts in Arizona and New Mexico have vacated the 2020 rule in decisions announced during the third quarter of 2021.

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At the federal level, the EPA asserted federal regulatory authority under the SDWA over certain hydraulic fracturing activities.

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The federal ESA and comparable state laws were established to protect endangered and threatened species.

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Failure to comply with such regulations, as interpreted and enforced, could result in agency actions that could materially and adversely affect the company's results of operations and financial condition.

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The Company believes it qualifies for the end-user exception from the mandatory clearing requirements for swaps entered to mitigate its commercial risks.

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It is possible that the Biden administration could expand regulation of the over-the-counter derivatives market.

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The European Union and other non-U.S. jurisdictions are implementing regulations with respect to the derivatives market.

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If the Company reduces its use of derivatives as a result of such regulation, the company's results of operations may become more volatile and its cash flows may be less predictable.

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Company may incur additional costs associated with resolving disputes in other jurisdictions.

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Pioneer may fail to realize the anticipated benefits and synergies expected from acquisitions, which could adversely affect its business, financial condition and operating results.

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Litigation relating to acquisitions could result in substantial costs to the Company.

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