Pioneer Natural Resources Responds to FTC Settlement Complaint Filed as Part of Approval of Proposed Transaction with ExxonMobil

Pioneer Natural Resources Company (NYSE:PXD) ("Pioneer" or "the Company") today issued the following statement in response to the decision by the U.S. Federal Trade Commission ("FTC") to clear the proposed merger with Exxon Mobil Corporation (NYSE: XOM) ("ExxonMobil") subject to a Consent Order based on allegations in a settlement Complaint directed at Mr. Sheffield:

We disagree and are surprised by the FTC’s Complaint saying that Mr. Sheffield’s record and statements on matters of public interest should disqualify him from serving on the ExxonMobil Board of Directors. Notwithstanding, Pioneer and Mr. Sheffield are not taking any steps to prevent the merger from closing. As he has for his entire career, Mr. Sheffield is electing to place the interests of investors, employees and the competitive health of the U.S. energy industry ahead of his own.

At the same time, Mr. Sheffield and Pioneer believe that the FTC’s Complaint reflects a fundamental misunderstanding of the U.S. and global oil markets and misreads the nature and intent of Mr. Sheffield’s actions.

During Mr. Sheffield’s career, it was neither the intent nor an effect of Mr. Sheffield’s communications to circumvent the laws and principles protecting market competition. On the contrary, Mr. Sheffield focused on legitimate topics such as investor feedback on independent oil and gas company growth and capital reinvestment frameworks; unfair foreign practices that threatened to undermine U.S. energy security; and, through dialogue with government officials, the need to sustain a resilient, competitive and economically vibrant oil and gas industry in the United States. Mr. Sheffield’s insights come from having lived through six industry downturns whereby OPEC and OPEC+ have oversupplied the market, causing substantial turmoil for U.S independents, including Pioneer, small private energy companies and other important parts of the U.S. economy – requiring them to significantly curtail drilling activity, lay off employees, refinance debt and/or declare bankruptcy, among other actions.

By way of example, the extraordinary collapse in oil demand and oil prices, during which oil traded at an all-time low of negative $37 per barrel in April 2020 – driven by the COVID-19 pandemic and compounded by the predatory practices of OPEC, Russia and other producing nations, which flooded the market with oil – posed a direct threat to the stability and competitiveness of the U.S. energy industry and consequently to the U.S.’s long-term energy and national security. Given the significance and unusual circumstances, Mr. Sheffield, as a leading and internationally respected industry authority, voiced his concerns aimed at raising awareness of the issue and encouraging state, federal and international governments to act, including encouraging legally authorized actions by the Texas Railroad Commission when the global pandemic and the oil market was at its worst. Those concerns, and Mr. Sheffield’s right to express them, are protected by the First Amendment and an unbroken line of U.S. Supreme Court cases known as the Noerr-Pennington Doctrine.