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Fitch Affirms Pioneer Natural Resources at 'BBB-'; Outlook Stable

(The following statement was released by the rating agency)

CHICAGO, February 23 (Fitch) Fitch Ratings has affirmed Pioneer Natural 
Resources Co.'s (Pioneer; NYSE: PXD) Issuer Default Rating (IDR) and related 
ratings at 'BBB-'. The Rating Outlook is Stable.

Approximately $2.7 billion of debt is affected by today's rating action. A full 
list of rating actions is included at the end of this release. 

KEY RATING DRIVERS

Pioneer's ratings reflect its liquid-focused onshore production profile and 
proved reserve base, strong cash position, and credit conscious financial 
policy. Offsetting factors include the company's size which is at the low end of 
the range for the rating category, limited geographic diversity, and 
growth-oriented equity base that may encourage an acceleration of drilling 
activity ahead of supportive pricing signals.

The company reported, excluding discontinued operations, net proved (1p) 
reserves of 799 million barrels of oil equivalent (mmboe) for the year ended 
2014 and production of 182 thousand boe per day (mboepd), an 18% year-over-year 
increase as of Dec. 31, 2014. This results in a reserve life of about 12 years. 
Reported drillbit reserve replacement was 239% with an associated finding and 
development (F&D) cost of $19.65 per boe ($15.51 per boe on horizontal 
additions). Liquids mix improved year-over-year on a full-year and 
fourth-quarter 2014 (4Q'14) basis, respectively, to 69% (vs. 64% in 2013; 48% 
oil of total 2014 production) and 71% (vs. 66% in 2013; 50% oil of total Q4'14 
production). 

Credit metrics remained strong for the year ended 2014. The Fitch-calculated 
debt/EBITDA, debt/1p reserves, and debt/flowing barrel were approximately 1.1x, 
$3.25/boe, and $13,500, respectively. These metrics are generally consistent 
with or better than similarly rated North American E&P peers. Fitch's base case, 
assuming a West Texas Intermediate (WTI) price of $50, forecasts debt/EBITDA of 
less than 1.4x in 2015.

SHIFTING FROM GROWTH TO RETURNS IN WEAK PRICE ENVIRONMENT

Pioneer has shifted its focus from a robust three-year production growth target 
(previously 16%-21% CAGR 2014-2016) to optimizing returns and capital efficiency 
by high-grading drilling activity in its Spraberry/Wolfcamp and Eagle Ford 
positions. The company has budgeted about a 45% reduction in capital spending 
($1.85 billion), which is generally consistent with operating cash flows. These 
capex savings are principally attributable to a 50% reduction in horizontal 
drilling activity, the complete shutdown of vertical drilling activity, and 
slowdown of infrastructure construction and expansion projects. 

Production is anticipated to be up 10%-plus (oil production growth of 20%-plus) 
with growth weighted towards the first half of 2015. Growth represents 
production coming online from pre-downcycle activity and, to a lesser extent, 
improving breakeven prices from a shift to 'sweet spots' and service cost 
reductions. Management has guided that 4Q production growth will be flat 
year-over-year, suggesting that 2016 production growth may be challenged, all 
else equal, without an increase in capital spending.

Management indicated that it is prepared to increase drilling activity in 2H'15 
in response to a realization of roughly 20% lower service costs (about 10% 
achieved/budgeted), an improvement in oil prices, and/or successful divestiture 
of EFS Midstream. Fitch views production growth as integral to the Pioneer 
equity story, but management has indicated that it is being cautious and waiting 
for supportive pricing signals that encourage a measured acceleration of 
drilling activity. Management believes that returns realized at WTI prices of 
$90 over the past several years could be achieved at $70, albeit at lower growth 
rates, via operational efficiency gains and roughly 20% service cost deflation. 
Fitch anticipates that this would likely be a short-term return realization as 
existing 'sweet spots' are completed, additional development activities are 
needed, and service costs gradually adjust up.

FINANCIAL POLICY MODERATES CREDIT RISKS

Management's target leverage of less than 1.5x net debt-to-operating cash flow 
supports the rating. The company has demonstrated a willingness and ability to 
fund capex and free cash flow (FCF) shortfalls through equity offerings, the 
sale of non-core assets, and production JV arrangements. Additionally, in the 
current weak price environment, the capital program has been sized to be 
generally consistent with operating cash flow. Management intends on preserving 
its strong cash and balance sheet position until prices and margins improve.

Fitch's base case, assuming a WTI price of $50, forecasts Pioneer will be about 
$150 million FCF negative in 2015. Cash-on-hand and planned asset divestitures 
proceeds are more than adequate to fund the shortfall. The Fitch base case 
results in debt/EBITDA of less than 1.4x in 2015. Debt/1p reserves and debt per 
flowing barrel metrics are forecast to remain relatively flat at approximately 
$3.25/boe, subject to any revisions, and $13,250, respectively.  Fitch's base 
case WTI price forecast assumption of $60 in 2016 and $75 long-term suggests 
Pioneer would likely begin to increase drilling activity in 2016. The Fitch base 
case considers that Pioneer would begin to outspend operating cash flows in 2016 
at a more significant level, but within its cash position, resulting in a 
debt/EBITDA estimate generally consistent with 2015.

Pioneer maintains a rolling, multi-year hedging program, using a combination of 
swaps and three-way collars, to manage cash flow variability and support 
development funding. Fitch recognizes that Pioneer's three-way collar hedging 
strategy provides some upside potential, but exposes cash flows to adjusted spot 
prices in a weak pricing environment. As of Feb. 6, 2015, Pioneer's anticipated 
oil and gas production were both over 90% hedged for 2015. Existing hedge 
positions also provide oil and gas coverage of roughly 70% and 25%, 
respectively, for 2016 assuming a flat production profile 

STRONG LIQUIDITY POSITION

Pioneer has improved its cash position ahead of its previously planned 
multi-year drilling program through equity offering and non-core asset sale 
proceeds. Cash-on-hand was approximately $1 billion as of Dec. 31, 2014, with an 
estimated $1 billion in additional cash proceeds anticipated following the 
marketed Eagle Ford midstream sale. Additional liquidity is provided by the 
company's $1.5 billion unsecured credit facility (no outstanding borrowings as 
of Dec. 31, 2014) due December 2017. 

The company's main financial covenant, as defined in the credit facility, is a 
maximum debt-to-book capitalization ratio, less non-cash asset impairments and 
certain other items, of 60% (approximately 26% as of Dec. 31, 2014). Other 
covenants consist of additional lien limitations, transaction restrictions, and 
change in control provisions. 

Near-term maturities are manageable with $455 million (5.875% notes) due in 
2016, $485 million (6.65% notes) due in 2017, $450 million (6.875% notes) due in 
2018, and $450 million (7.5% notes) due in 2020. Fitch anticipates debt will be 
refinanced near maturity. 

MANAGEABLE OTHER LIABILITIES

Pioneer does not maintain a defined benefit pension plan. The company's asset 
retirement obligations (ARO) were $189 million as of Dec. 31, 2014, which is 
generally consistent with the $194 million at year-end 2013. The company had 
contractual obligations totalling approximately $4 billion as of Dec. 31, 2014, 
on a multi-year, undiscounted basis. The obligations include: $3 billion in 
gathering, processing, transportation, and fractionation commitments; $910 
million in drilling and purchase commitments; and $137 million in operating 
leases. Approximately $1.1 billion is payable in 2015. 

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer include:

--WTI oil price that trends up from $50/barrel in 2015 to $60/barrel in 2016 and 
a long-term price of $75/barrel; 

--Henry Hub gas that trends up from $3/mcf in 2015 to $3.25/mcf in 2016 and a 
long-term price of $4.50/mcf;

--Production grows about 10% in 2015 with increased, market price-driven 
activity providing single-digit growth in 2016 with a more robust growth profile 
thereafter;

--Liquids mix improves from 69% in 2014 to 73% in 2015 with a continued focus on 
liquids thereafter;

--Capital spending is forecast to be $1.85 billion in 2015, consistent with 
guidance, followed by a measured increase in drilling and infrastructure 
activities, assuming near-term service cost savings, given supportive pricing 
signals;

--Completion of the EFS Midstream asset sale for approximately $1 billion during 
2015.

RATING SENSITIVITIES 

Positive: Future developments that may, individually or collectively, lead to a 
positive rating action include:

--Increased size, scale, and diversification of Pioneer's operations;

--Maintenance of a mid-cycle debt/EBITDA below 1.5x on a sustained basis;

--Preservation of mid-cycle debt/1p reserves below $5.00/boe and/or debt/flowing 
barrel under $15,000.

Future positive rating actions will be closely linked to Pioneer's ability to 
develop and grow its core production profile and reserve base while maintaining 
financial flexibility. Fitch does not expect a positive rating action in the 
near term given the current weak pricing environment. 

Negative: Future developments that may, individually or collectively, lead to a 
negative rating action include:

--Material deviation from management's target leverage ratio resulting in 
mid-cycle debt/EBITDA of 2.0x-2.25x on a sustained basis;

--Mid-cycle debt/1p reserves of over $6.00/boe and/or debt/flowing barrel to 
$20,000-$25,000;

--A persistently weak market-pricing environment without a corresponding 
reduction to capex;

--An increase in dividend payments or commencement of share repurchases 
inconsistent with the expected cash flow and leverage profile.

Fitch does not anticipate a negative rating action in the near term given the 
company's response to the current weak pricing environment and strong cash 
position. However, Fitch recognizes that a considerable acceleration of drilling 
activity ahead of securing a favorable portfolio of hedges and/or a supportive 
market pricing outlook could reduce financial flexibility and, potentially, 
pressure the rating.

Fitch has affirmed the following ratings with a Stable Outlook:

Pioneer Natural Resources Co.

--IDR at 'BBB-';

--Senior unsecured notes at 'BBB-';

--Bank revolver at 'BBB-'.

Contact:

Primary Analyst

Dino Kritikos

Director

+1 312-368-3150

Fitch Ratings, Inc., 70 W. Madison Street, Chicago, IL 60602

Secondary Analyst

Brad Bell

Associate Director

+1 312-368-3149

Committee Chairperson

Mark Sadeghian, CFA

Senior Director

+1 312-368-2090

Media Relations: Alyssa Castelli, New York, Tel: +1 (212) 908 0540, Email: 
alyssa.castelli@fitchratings.com; Elizabeth Fogerty, New York, Tel: +1 (212) 908 
0526, Email: elizabeth.fogerty@fitchratings.com.

Additional information is available at 'www.fitchratings.com'

Applicable Criteria and Relevant Research:

--'Corporate Rating Methodology Including Short-Term Ratings and Parent and 
Subsidiary Linkage' (May 28, 2014);

--Fitch Oil and Gas Assumptions Summary Feb. 2015 (Feb. 11, 2015);

--U.S. Rig Counts Under Pressure (Downcycle to Fewer than 1,000 Rigs Followed by 
Longer, Slower Recovery) (Feb. 5, 2015);

--'Shale and North American Energy (European Investor Tour)' (Oct. 23, 2014);

--'Full Cycle Costs for North American E&P (Production Costs Moderate in 2013)' 
(July 30, 2014);

--'North American Energy Outlook and LNG' (July 16, 2014);

--'North American Exploration and Production Handbook' (July 16, 2014);

--'Global Impact of US Shale Oil - Rising Production Tempers World Prices' (Feb. 
10, 2014);

--'Cash Flow Trends in the U.S. Energy Sector-Shareholder Activism Having an 
Impact' (Feb. 4, 2014);

--'Scenario Analysis: Lifting the U.S. Crude Export Ban' (Jan. 27, 2014).

Applicable Criteria and Related Research: 

Scenario Analysis: Lifting the Crude Export Ban (Overall Credit Impact Limited 
but Varies by Industry)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=732055

Full Cycle Costs for North America E&P (Production Costs Moderate in 2013)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=753198

North American Energy Outlook and LNG 

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=751784

Shale and North American Energy (European Investor Tour)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=801728

U.S. Rig Counts Under Pressure (Downcycle to Fewer than 1,000 Rigs Followed by 
Longer, Slower Recovery)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=861552

Fitch Oil and Gas Assumptions Summary Feb 2015

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=862009

Corporate Rating Methodology - Including Short-Term Ratings and Parent and 
Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=749393

Additional Disclosure 

Solicitation Status 

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=980193

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. 
PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: 
HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING 
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S 
PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND 
METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF 
CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE 
AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF 
CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE 
SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS 
SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED 
ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH 
WEBSITE

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