-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K+Az+pUJdUmvanWVrJ2W/MaZSc7bplHC+UKKX3mvTLGyKoim1gs/8+GUqlZn8jqY YrolzC48HHDyvJbVXqQGVw== 0001038357-06-000034.txt : 20060403 0001038357-06-000034.hdr.sgml : 20060403 20060403160937 ACCESSION NUMBER: 0001038357-06-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060328 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER NATURAL RESOURCES CO CENTRAL INDEX KEY: 0001038357 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752702753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13245 FILM NUMBER: 06733631 BUSINESS ADDRESS: STREET 1: 900 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9724449001 MAIL ADDRESS: STREET 1: 900 WILLIAMS SQUARE WEST STREET 2: 5205 N OCONNOR BLVD CITY: IRVING STATE: TX ZIP: 75039 8-K 1 mar28a_8k.txt PIONEER 3/28/06 FORM 8-K DISPOSITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2006 Pioneer Natural Resources Company ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 1-13245 75-2702753 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5205 N. O'Connor Blvd., Suite 900, Irving, Texas 75039 - ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) (972) 444-9001 ---------------------------------------------------- (Registrant's telephone number, including area code) Not applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) PIONEER NATURAL RESOURCES COMPANY TABLE OF CONTENTS Page Item 2.01. Completion of Acquisition or Disposition of Assets......... 3 Item 9.01. Financial Statements and Exhibits.......................... 3 (b) Pro Forma Financial Information (d) Exhibits............................................. 3 Signature.............................................................. 13 Exhibit Index.......................................................... 14 2 PIONEER NATURAL RESOURCES COMPANY Item 2.01. Completion of Acquisition or Disposition of Assets On March 29, 2006, Pioneer Natural Resources Company (the "Company") issued a news release that is attached hereto as exhibit 99.1. In the news release, the Company announced that its wholly-owned subsidiary, Pioneer Natural Resources USA, Inc., had closed the sale of certain deepwater Gulf of Mexico assets to Marubeni Offshore Production (USA) Inc. ("Marubeni"), a subsidiary of Marubeni Corporation, for cash proceeds of $1.3 billion before normal closing adjustments which are currently estimated to be approximately $140 million. Pioneer expects to record an after-tax gain associated with the sale of approximately $425 million to $475 million. The sale of the assets was completed on March 28, 2006. See Item 9.01(b) for pro forma financial information regarding the sale of the aforementioned deepwater Gulf of Mexico assets together with pro forma financial information of the probable completion of the previously announced Stock Purchase Agreements and related agreements with Apache Corporation and its subsidiaries (collectively, "Apache"), as a result of which Apache is expected to purchase the Company's Argentine operations and assets for cash proceeds of approximately $675 million, subject to normal closing adjustments. Item 9.01. Financial Statements and Exhibits (b) Pro Forma Financial Information The unaudited pro forma financial statements of the Company are presented on pages 4 through 12. (d) Exhibits 2.1 Purchase and Sale Agreement by and between Pioneer as Seller and Marubeni as Purchaser (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, File No. 1-13245, filed with the Securities and Exchange Commission on February 28, 2006). 99.1 News Release dated March 28, 2006. 3 PIONEER NATURAL RESOURCES COMPANY UNAUDITED PRO FORMA FINANCIAL STATEMENTS On February 22, 2006, Pioneer Natural Resources USA, Inc. ("Pioneer USA"), a wholly-owned subsidiary of Pioneer Natural Resources Company (the "Company" or "Pioneer"), entered into a Purchase and Sale Agreement through which Marubeni Offshore Production (USA) Inc. ("Marubeni"), a subsidiary of Marubeni Corporation, would acquire certain deepwater Gulf of Mexico assets from Pioneer USA for $1.3 billion, subject to normal closing adjustments. The effective date of the agreement is January 1, 2006, and the purchase price will be reduced by the amount of the interim period cash flow that Pioneer USA received from the assets between the effective date of the transaction and closing and other normal adjustments which are estimated to be approximately $140 million. The closing of the transaction occurred on March 28, 2006. On January 16, 2006, Pioneer entered into Stock Purchase Agreements and related agreements with Apache Corporation ("Apache"), by which Apache is expected to purchase Pioneer's Argentine operations and assets for cash proceeds of approximately $675 million, subject to normal closing adjustments. The transaction is expected to close in April 2006. The accompanying unaudited pro forma financial statements have been prepared to assist in analyses of the financial effects of the divestitures. This information is based on the historical financial statements of the Company and should be read in conjunction with the Company's historical consolidated financial statements and related notes included in the Company's 2005 Form 10-K filed with the United States Securities and Exchange Commission on February 17, 2006. The accompanying unaudited pro forma balance sheet of the Company as of December 31, 2005 has been prepared to give effect to the divestitures as if they had each occurred on December 31, 2005. The accompanying unaudited pro forma statement of operations of the Company for the year ended December 31, 2005 has been prepared to give effect to the divestitures as if they had each occurred on January 1, 2005. The unaudited pro forma financial statements included herein are not necessarily indicative of the results that might have occurred had the divestitures taken place on December 31, 2005 as it relates to the balance sheet or January 1, 2005 as it relates to the statement of operations and are not intended to be a projection of future results. In addition, future results may vary significantly from the results reflected in the accompanying unaudited pro forma financial statements because of normal production declines, changes in commodity prices, future acquisitions and divestitures, future development and exploration activities and other factors. 4 PIONEER NATURAL RESOURCES COMPANY UNAUDITED PRO FORMA BALANCE SHEET December 31, 2005 (in thousands)
Pro Forma -------------------------------------- Deepwater Other Pro Forma Pioneer Argentina Properties Adjustments Pioneer ----------- ---------- ---------- ------------- ----------- ASSETS Current assets: Cash and cash equivalents.............. $ 18,802 $ (2,516) $ - 1,074,955 (a) $ 915,899 (175,342)(b) Accounts receivable: Trade, net........................... 336,062 (21,502) - 314,560 Due from affiliates.................. 1,596 4,324 - 5,920 Inventories............................ 79,659 (12,013) - 67,646 Prepaid expenses....................... 18,091 (1,113) - 16,978 Deferred income taxes.................. 158,878 (2,240) - 156,638 Other current assets: Derivatives.......................... 1,246 - - 1,246 Other, net........................... 9,470 (34) - 9,436 ---------- --------- --------- ---------- Total current assets................ 623,804 (35,094) - 1,488,323 ---------- --------- --------- ---------- Property, plant and equipment, at cost: Oil and gas properties: Proved properties.................... 8,499,253 (988,722) (873,199) 6,637,332 Unproved properties.................. 313,881 (95,331) (34,811) 183,739 Accumulated depletion, depreciation and amortization.................... (2,577,946) 412,127 608,651 (1,557,168) ---------- --------- -------- ---------- Total property, plant and equipment. 6,235,188 (671,926) (299,359) 5,263,903 ---------- --------- -------- ---------- Goodwill................................. 311,651 - - 311,651 Other property and equipment, net........ 90,010 (2,249) - 87,761 Other assets: Derivatives............................ 1,048 - - 1,048 Other, net............................. 67,533 (8,295) - 59,238 ---------- --------- -------- ---------- $ 7,329,234 $ (717,564) $(299,359) $ 7,211,924 ========== ========= ======== ==========
See accompanying notes to unaudited pro forma financial statements. 5 PIONEER NATURAL RESOURCES COMPANY UNAUDITED PRO FORMA BALANCE SHEET December 31, 2005 (in thousands)
Pro Forma -------------------------------------- Deepwater Other Pro Forma Pioneer Argentina Properties Adjustments Pioneer ----------- ---------- ---------- ------------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable: Trade................................ $ 330,151 $ (26,024) $ - $ 304,127 Due to affiliates.................... 15,053 (881) - 14,172 Interest payable....................... 40,314 (2,818) - (1,652)(c) 35,844 Income taxes payable................... 22,470 (6,087) - 196,094 (d) 212,477 Other current liabilities: Derivatives.......................... 320,098 - - (80,059)(b) 240,039 Deferred revenue..................... 190,327 - - 190,327 Other................................ 114,942 (4,716) (12,597) 97,629 ---------- ---------- -------- ---------- Total current liabilities.......... 1,033,355 (40,526) (12,597) 1,094,615 ---------- ---------- -------- ---------- Long-term debt........................... 2,058,412 - - (900,000)(a) 1,158,412 Derivatives.............................. 431,543 - - (95,283)(b) 336,260 Deferred income taxes.................... 767,329 (14,596) - 603 (c) 948,912 195,576 (d) Deferred revenue......................... 664,511 - - 664,511 Other liabilities and minority interests. 156,982 (18,378) (18,095) 120,509 Stockholders' equity: Common stock........................... 1,470 - - 1,470 Additional paid-in capital............. 3,775,794 - - 3,775,794 Treasury stock, at cost................ (882,382) - - (882,382) Deferred compensation.................. (45,827) 3,736 - (42,091) Retained earnings (accumulated deficit)............................. (184,320) (641,412) (400,496) 1,974,955 (a) 358,106 1,049 (c) (391,670)(d) Accumulated other comprehensive income (loss): Net deferred hedge losses, net of tax........................ (506,636) - 131,829 (374,807) Cumulative translation adjustment... 59,003 (6,388) - 52,615 ---------- --------- -------- ---------- Total stockholders' equity........ 2,217,102 (644,064) (268,667) 2,888,705 ---------- --------- -------- ---------- Commitments and contingencies $ 7,329,234 $ (717,564) $(299,359) $ 7,211,924 ========== ========= ======== ==========
See accompanying notes to unaudited pro forma financial statements. 6 PIONEER NATURAL RESOURCES COMPANY UNAUDITED PRO FORMA STATEMENT OF OPERATIONS For the year ended December 31, 2005 (in thousands, except per share data)
Pro Forma -------------------------------------- Deepwater Other Pro Forma Pioneer Argentina Properties Adjustments Pioneer ----------- ---------- ---------- ------------- ----------- Revenues: Oil and gas............................ $ 2,215,677 $ (172,187) $ (593,077) $ 1,450,413 Interest and other..................... 97,050 (6,039) (59,437) 31,574 Gain on disposition of assets, net..... 60,496 (669) - 59,827 ---------- --------- --------- ---------- 2,373,223 (178,895) (652,514) 1,541,814 ---------- --------- --------- ---------- Costs and expenses: Oil and gas production................. 449,320 (38,756) (64,125) 346,439 Depletion, depreciation and amortization......................... 568,018 (85,800) (182,275) 299,943 Impairment of long-lived assets........ 644 - - 644 Exploration and abandonments........... 266,751 (24,527) (39,087) 203,137 General and administrative............. 124,556 (9,030) - 115,526 Accretion of discount on asset retirement obligations............... 7,876 (444) (2,121) 5,311 Interest............................... 127,787 (1,700) - (23,097) (e) 102,990 Other.................................. 112,812 (3,910) (8,212) 100,690 ---------- --------- --------- ---------- 1,657,764 (164,167) (295,820) 1,174,680 ---------- --------- --------- ---------- Income from continuing operations before income taxes........................... 715,459 (14,728) (356,694) 367,134 Income tax provision..................... (291,728) 6,863 - 138,623 (f) (146,242) ---------- --------- --------- ---------- Income from continuing operations ....... $ 423,731 $ (7,865) $ (356,694) $ 220,892 ========== ========= ========= ========== Income per share from continuing operations: Basic.................................. $ 3.09 $ 1.61 ========== ========== Diluted................................ $ 3.02 $ 1.58 ========== ========== Weighted average shares outstanding: Basic.................................. 137,110 137,110 ========== ========== Diluted................................ 141,417 141,417 ========== ==========
See accompanying notes to unaudited pro forma financial statements. 7 PIONEER NATURAL RESOURCES COMPANY NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS December 31, 2005 Note 1. Basis of Presentation The accompanying unaudited pro forma balance sheet of Pioneer Natural Resources Company (the "Company" or "Pioneer") as of December 31, 2005 has been prepared to give effect to the divestitures, discussed below, as if they had each occurred on December 31, 2005. The accompanying unaudited pro forma statement of operations of the Company for the year ended December 31, 2005 has been prepared to give effect to the divestitures, discussed below, as if they had each occurred on January 1, 2005. In accordance with the United States Securities and Exchange Commission presentation rules, the Company's unaudited pro forma statement of operations for the year ended December 31, 2005 does not include income from discontinued operations, net of tax, recognized during 2005 of $110.8 million. This amount was recorded as a result of the Company's disposition of the Martin Creek, Conroy Black and Lookout Butte areas in Canada and certain assets on the shelf of the Gulf of Mexico. On February 22, 2006, Pioneer Natural Resources USA, Inc. ("Pioneer USA"), a wholly-owned subsidiary of Pioneer, entered into a Purchase and Sale Agreement through which Marubeni Offshore Production (USA) Inc. ("Marubeni"), a subsidiary of Marubeni Corporation, would acquire certain deepwater Gulf of Mexico assets from Pioneer USA for $1.3 billion, subject to normal closing adjustments. The effective date of the agreement is January 1, 2006, and the purchase price will be reduced by the amount of the interim period cash flow that Pioneer USA received from the assets between the effective date of the transaction and closing and other normal adjustments. The closing of the transaction occurred on March 28, 2006. On January 16, 2006, the Company entered into Stock Purchase Agreements and related agreements with Apache Corporation ("Apache"), by which Apache is expected to purchase Pioneer's Argentine operations and assets for cash proceeds of approximately $675 million, subject to normal closing adjustments. The transaction is expected to close in April 2006. Following are descriptions of the individual columns included in the accompanying unaudited pro forma financial statements and notes to unaudited pro forma financial statements: Pioneer - Represents the historical consolidated balance sheet of the Company as of December 31, 2005 and the historical consolidated statement of operations from continuing operations of the Company for the year ended December 31, 2005. Argentina - Represents the historical balance sheet (excluding certain retained assets and liabilities, primarily working capital items) as of December 31, 2005 and the historical statement of operations for the year ended December 31, 2005 of the Company's Argentine operations being divested. Deepwater Properties - Represents the historical assets, liabilities and accumulated other comprehensive loss (net deferred hedge losses, net of tax) as of December 31, 2005 and the historical revenues and expenses (including associated business interruption insurance recoveries and associated net hedge losses) for the year ended December 31, 2005 of the Company's deepwater Gulf of Mexico assets being divested. 8 PIONEER NATURAL RESOURCES COMPANY NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS December 31, 2005 Note 2. Pioneer Pro Forma Adjustments (a) To adjust for the proceeds and related costs associated with the divestitures. The Company utilized a portion of the proceeds to pay off the outstanding debt associated with the Company's line of credit. The following is a table of the estimated proceeds, transaction costs and application of proceeds:
Deepwater Argentina Properties Total --------- ---------- ----------- (in thousands) Gross proceeds............................................. $ 675,000 $1,300,000 $ 1,975,000 Proceeds adjustments....................................... 12,917 5,788 18,705 Less - transaction costs................................... (13,600) (5,150) (18,750) -------- --------- ---------- Net proceeds............................................... $ 674,317 $1,300,638 1,974,955 ======== ========= Repayment of Company's line of credit...................... (900,000) ---------- Increase in cash and cash equivalents...................... $ 1,074,955 ==========
The following is a summarization of the gains on the divestitures:
Deepwater Argentina Properties Total --------- ---------- ----------- (in thousands) Net proceeds............................................... $ 674,317 $1,300,638 $ 1,974,955 Net investment in divestitures, excluding cash............. (638,896) (400,496) (1,039,392) --------- --------- ---------- Gains on disposition of assets............................. $ 35,421 $ 900,142 $ 935,563 ========= ========= ========== (b) To utilize the proceeds from the divestitures to repay the net derivative obligations associated with the Deepwater Properties. (c) To adjust accrued interest associated with having no borrowings outstanding on the line of credit during 2005 as a result of dispositions and the related income tax effect. (d) To adjust the balance sheet for income tax effects associated with the divestitures. (e) To adjust interest expense associated with the Company's line of credit as the proceeds from the divestitures resulted in no borrowings being outstanding during 2005. The adjustment is comprised of: o elimination of the 2005 historical interest recognized by the Company associated with the line of credit and o recognition of interest costs associated with undrawn amounts under the Company's line of credit. (f) To adjust income tax expense utilizing a 36.5 percent effective tax rate for: o the historical statement of operations activities associated with the Deepwater Properties and o the adjustment to interest expense, see (e) above.
9 PIONEER NATURAL RESOURCES COMPANY NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS December 31, 2005 Note 3. Supplementary Pro Forma Information on Oil and Gas Producing Activities The following supplementary pro forma information for oil and gas producing activities is presented pursuant to the disclosure requirements of Statement of Financial Accounting Standards No. 69, "Disclosures About Oil and Gas Producing Activities" assuming that the divestment of the Argentine assets and deepwater Gulf of Mexico assets occurred on January 1, 2005. 10 PIONEER NATURAL RESOURCES COMPANY NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS December 31, 2005 Pro Forma Reserve Quantity Information The following table sets forth the changes in net reserve quantities of oil and natural gas liquids ("NGL") combined in thousands of barrels ("MBbls"), gas in millions of cubic feet ("MMcf") and total in thousands of barrels of oil equivalents ("MBOE") associated with proved reserves on a pro forma basis for the year ended December 31, 2005:
Oil & NGLs Gas (MBbls) (MMcf) MBOE ---------- ---------- ---------- Total Proved Reserves: UNITED STATES Balance at January 1, 2005.................. 354,279 2,874,143 833,303 Revisions of previous estimates............. (5.225) (176,919) (34,712) Purchases of minerals-in-place.............. 65,800 83,179 79,663 New discoveries and extensions.............. 225 103,616 17,494 Production.................................. (14,851) (114,888) (33,999) Sales of mineral-in-place................... (21,727) (97,410) (37,964) ---------- ---------- ---------- Balance at December 31, 2005................ 378,499 2,671,721 823,785 ========== ========== ========== CANADA Balance at January 1, 2005.................. 4,095 119,869 24,073 Revisions of previous estimates............. 434 15,887 3,082 Purchases of minerals-in-place.............. - 292 49 New discoveries and extensions.............. 652 55,130 9,840 Production.................................. (311) (15,665) (2,922) Sales of mineral-in-place................... (2,447) (44,999) (9,947) ---------- ---------- ---------- Balance at December 31, 2005................ 2,423 130,514 24,175 ========== ========== ========== AFRICA Balance at January 1, 2005.................. 8,271 - 8,271 Revisions of previous estimates............. 184 - 184 New discoveries and extensions.............. 2,043 60,395 12,109 Production.................................. (3,674) - (3,674) ---------- ---------- ---------- Balance at December 31, 2005................ 6,824 60,395 16,890 ========== ========== ========== TOTAL Balance at January 1, 2005.................. 366,645 2,944,012 865,647 Revisions of previous estimates............. (4,607) (161,032) (31,446) Purchases of minerals-in-place.............. 65,800 83,471 79,712 New discoveries and extensions.............. 2,920 219,141 39,443 Production.................................. (18,836) (130,553) (40,595) Sales of mineral-in-place................... (24,176) (142,409) (47,911) ---------- ---------- ---------- Balance at December 31, 2005................ 387,746 2,862,630 864,850 ========== ========== ========== Proved Developed Reserves: United States............................... 220,018 1,950,330 545,073 Canada...................................... 3,849 107,547 21,773 Africa...................................... 8,271 - 8,271 ---------- ---------- ---------- Balance at January 1, 2005............... 232,138 2,057,877 575,117 ========== ========== ========== United States............................... 204,190 1,802,889 504,671 Canada...................................... 2,202 99,025 18,706 Africa...................................... 5,477 - 5,477 ---------- ---------- ---------- Balance at December 31, 2005............. 211,869 1,901,914 528,854 ========== ========== ==========
11 PIONEER NATURAL RESOURCES COMPANY NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS December 31, 2005 Pro Forma Standardized Measure of Discounted Future Net Cash Flows The following tables set forth the pro forma standardized measure of discounted future net cash flows ("SMOG") relating to proved oil, NGL and gas reserves of the Company as of December 31, 2005, as well as changes therein for the year then ended (in thousands): SMOG: UNITED STATES Oil and gas producing activities: Future cash inflows.......................................... $ 36,093,210 Future production costs...................................... (10,751,619) Future development costs..................................... (2,674,228) Future income tax expense.................................... (7,350,220) ----------- 15,317,143 10% annual discount factor...................................... (9,827,320) ----------- Standardized measure of discounted future cash flows............ $ 5,489,823 =========== CANADA Oil and gas producing activities: Future cash inflows.......................................... $ 1,062,258 Future production costs...................................... (404,891) Future development costs..................................... (46,312) Future income tax expense.................................... (166,333) ----------- 444,722 10% annual discount factor...................................... (190,655) ----------- Standardized measure of discounted future cash flows............ $ 254,067 =========== AFRICA Oil and gas producing activities: Future cash inflows.......................................... $ 718,481 Future production costs...................................... (66,151) Future development costs..................................... (250,705) Future income tax expense.................................... (140,185) ----------- 261,440 10% annual discount factor...................................... (105,271) ----------- Standardized measure of discounted future cash flows............ $ 156,169 =========== TOTAL Oil and gas producing activities: Future cash inflows.......................................... $ 37,873,949 Future production costs...................................... (11,222,661) Future development costs..................................... (2,971,245) Future income tax expense.................................... (7,656,738) ----------- 16,023,305 10% annual discount factor...................................... (10,123,246) ----------- Standardized measure of discounted future cash flows............ $ 5,900,059 =========== Changes in SMOG: Oil and gas sales, net of production costs...................... $ (1,432,118) Net changes in prices and production costs...................... 3,037,917 Extensions and discoveries...................................... 417,346 Development costs incurred during the period.................... 343,094 Sales of minerals-in-place...................................... (1,492,864) Purchases of minerals-in-place.................................. 645,315 Revisions of estimated future development costs................. (680,110) Revisions of previous quantity estimates........................ (388,379) Accretion of discount........................................... 755,456 Changes in production rates, timing and other................... (204,986) ----------- Change in present value of future net revenues.................. 1,000,671 Net change in present value of future income taxes.............. (511,862) ----------- 488,809 Balance, beginning of year...................................... 5,411,249 ----------- Balance, end of year............................................ $ 5,900,059 ===========
12 PIONEER NATURAL RESOURCES COMPANY S I G N A T U R E Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PIONEER NATURAL RESOURCES COMPANY Date: April 3, 2006 By: /s/ Darin G. Holderness ------------------------------------------- Darin G. Holderness Vice President and Chief Accounting Officer 13 PIONEER NATURAL RESOURCES COMPANY EXHIBIT INDEX Exhibit No. Desription - ----------- ---------- 2.1 Purchase and Sale Agreement by and between Pioneer as Seller and Marubeni as Purchaser (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, File No. 1-13245, filed with the Securities and Exchange Commission on February 28, 2006). 99.1(a) News Release dated March 28, 2006. - ------------- (a) Filed herewith. 14 EX-99 2 mar28_8kx99.txt PIONEER 3/28/06 FORM 8-K DISPOSITION EXH 99.1 EXHIBIT 99.1 NEWS RELEASE Pioneer Closes Sale of Deepwater Gulf of Mexico Assets March 29, 2006 -- Pioneer Natural Resources Company (NYSE:PXD) announced today that its wholly-owned subsidiary, Pioneer Natural Resources USA, Inc., has closed the sale of certain deepwater Gulf of Mexico assets to Marubeni Offshore Production (USA) Inc., a subsidiary of Marubeni Corporation, for cash proceeds of $1.3 billion before normal closing adjustments which are currently estimated to be approximately $140 million. Pioneer expects to record an after-tax gain associated with the sale of approximately $425 to $475 million. The transaction includes Pioneer's interests in three producing projects (Falcon Corridor, Devils Tower and Canyon Express), two potential development projects (Ozona Deep and Thunder Hawk) and 87 exploration blocks. One exploration block was removed from the sale to Marubeni due to a third-party exercise of a preferential right to purchase the block. Pioneer is retaining its 55% operated interest in Green Canyon Blocks 299 and 300 where it drilled the Clipper discovery announced in October 2005. Pioneer plans to develop this field and has a rig contracted to drill appraisal wells in the third quarter. Pioneer expects to use a portion of the proceeds to initiate the repurchase of the remaining $359 million of shares authorized under its previously announced $1 billion share repurchase program. Proceeds will also be used to reduce short-term debt and fund a portion of its 2006 capital budget which is focused primarily on North American onshore development activities and lower-risk resource plays. During December 2005, the Company's net daily production from the properties being divested averaged approximately 38,000 barrels oil equivalent. Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States, Canada and Africa. 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 which 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 oil and gas prices, government regulation or action, the costs and results of drilling and operations, Pioneer's ability to implement its business plans (including its plans to repurchase stock at favorable prices) and access to and cost of capital. These and other risks are described in Pioneer's 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission. Company Contacts: Pioneer Natural Resources Marubeni Offshore Production Investors: Frank Hopkins or Chris Paulsen (USA) Inc. Media and Public Affairs: Susan Spratlen Matthew Cabell (972) 444-9001 (832) 379-1100 -----END PRIVACY-ENHANCED MESSAGE-----