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Pioneer Announces Pricing of Offering of $440 Million of Convertible Senior Notes

DALLAS--(BUSINESS WIRE)--Jan. 15, 2008--Pioneer Natural Resources Company (NYSE:PXD) today announced that it has priced an offering of $440 million aggregate principal amount of convertible senior notes due 2038 pursuant to a registration statement filed with the Securities and Exchange Commission. In addition, Pioneer has granted the underwriters a 13-day option to purchase up to an additional $60 million of the convertible notes solely to cover over-allotments.

The notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and Pioneer common stock pursuant to a formula. The initial base conversion price is approximately $72.60 (subject to adjustment in certain circumstances), which is equivalent to an initial base conversion rate of 13.7741 common shares per $1,000 principal amount of convertible notes. In general, upon conversion of a note, the holder of such note will receive cash equal to the principal amount of the note and Pioneer common stock for the note's conversion value in excess of such principal amount. If at the time of conversion the applicable price of Pioneer's common stock exceeds the base conversion price, holders will receive up to an additional 8.9532 shares of Pioneer common stock per $1,000 principal amount of notes, as determined pursuant to a specified formula.

The notes will bear interest at a rate of 2.875% per annum, subject to reduction in certain circumstances as set forth in the indenture for the notes. The notes will mature on January 15, 2038 and may not be redeemed by Pioneer prior to January 15, 2013, after which they may be redeemed at 100% of the principal amount plus accrued interest. Holders of the convertible notes may require Pioneer to repurchase some or all of their convertible notes for cash on January 15, 2013, 2018, 2023, 2028 and 2033, or in the event of certain change of control transactions, at 100% of the principal amount plus accrued interest. The notes will be senior unsecured obligations of Pioneer.

The offering is expected to close on January 22, 2008, subject to customary closing conditions. Pioneer plans to use the net proceeds to repay a portion of its outstanding bank debt.

Credit Suisse Securities (USA) LLC and UBS Securities LLC were Joint Book-Running Managers for the offering. A copy of the prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933 may be obtained from the offices of Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, 1-800-221-1037 or UBS Securities LLC, Prospectus Department, 299 Park Avenue, 29th Floor, New York, NY 10071, 212-821-3000. An electronic copy of the prospectus supplement will be available on the website of the Securities and Exchange Commission at www.sec.gov.

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States, South Africa and Tunisia. For more information, visit Pioneer's website at www.pxd.com.

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 and other risks are described in Pioneer's 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission. Pioneer undertakes no duty to publicly update these statements except as required by law.


    CONTACT: Pioneer Natural Resources Company
             Investors:
             Frank Hopkins, James Meier or Scott Rice, 972-444-9001
             or
             Media and Public Affairs:
             Susan Spratlen, 972-444-9001

    SOURCE: Pioneer Natural Resources Company

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