BOE Report

Pioneer Natural Resources Company Announces Upsizing and Pricing of Common Stock Offering

DALLAS–(BUSINESS WIRE)–Pioneer Natural Resources Company (NYSE:PXD) (“Pioneer” or “the Company”) today announced that it has priced a public offering of its common stock at $117.00 per share. The size of the offering has been upsized from 10.5 million shares to 12 million shares. Pioneer will receive total gross proceeds (before underwriters’ discounts and commissions and estimated expenses) of approximately $1.4 billion. BofA Merrill Lynch, Citigroup, Credit Suisse and J.P. Morgan are acting as joint book-running managers on the offering. The Company has also granted the underwriters an option for 30 days to purchase up to an additional 1.8 million shares of the Company’s common stock. The offering is expected to close on or about January 11, 2016.

The Company expects to use the net proceeds from this offering for general corporate purposes, including continuing to actively develop its acreage position in the Spraberry/Wolfcamp play in West Texas while maintaining a strong balance sheet during the current period of low commodity prices.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The offering may be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by sending a request to:

(i) BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department; by email at dg.prospectus_requests@baml.com, or

(ii) Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; by email at prospectus@citi.com; or Toll-Free at (800) 831-9146, or

(iii) Credit Suisse Securities (USA) LLC, c/o Prospectus Department, One Madison Avenue, New York, NY, 10010; by email at newyork.prospectus@credit-suisse.com, or

(iv) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com.

These documents will be filed with the SEC and are available at http://www.sec.gov.

Advisories & Contact
This news release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States.

Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer are subject to a number of risks and uncertainties that may cause Pioneer’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of commodity prices, product supply and demand, and the ability to negotiate agreements with third parties on mutually acceptable terms. These and other risks are described in Pioneer’s 10-K and 10-Q Reports and other filings with the SEC. In addition, Pioneer may be subject to currently unforeseen risks that may have a materially adverse impact on it. Pioneer undertakes no duty to publicly update these statements except as required by law.

U.S. investors are urged to consider closely the disclosures in the Company’s periodic filings with the SEC. Such filings are available from the Company at 5205 N. O’Connor Blvd., Suite 200, Irving, Texas 75039, Attention: Investor Relations, and the Company’s website at www.pxd.com. These filings also can be obtained from the SEC by calling 1-800-SEC-0330.