Pioneer Southwest Energy Partners 8K Results of Operations and Financial Condition

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): April 20, 2010

PIONEER SOUTHWEST ENERGY PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-34032	26-0388421
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5205 N. O’Connor Blvd., Suite 200, Irving, Texas		75039
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 444-9001

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))

Item 2.02. Results of Operations and Financial Condition

Explanatory note: Pioneer Southwest Energy Partners L.P. (the "Partnership") presents in this Item 2.02 certain information regarding the impact of changes in the fair values of its derivative instruments on the results of operations for three months ended March 31, 2010 and certain other information regarding its derivative instruments.

The following table summarizes non-hedge net derivative gains that the Partnership expects to record in its earnings for the three months ended March 31, 2010:

DERIVATIVE GAINS, NET
(in thousands)

			Three Months Ended
			March 31, 2010

Noncash changes in fair value:
	Oil derivative gains	$	8,076
	Natural gas liquid ("NGL") derivative gains		4,130
	Gas derivative gains		4,026
	Total noncash derivative gains		16,232

Cash settled changes in fair value:
	Oil derivative losses		(3,771	)
	NGL derivative losses		(1,169	)
	Gas derivative gains		232
	Total cash derivative losses, net ��		(4,708	)
	Total derivative gains, net	$	11,524

Item 7.01. Regulation FD Disclosure

The following table presents the Partnership’s open commodity derivative positions as of April 19, 2010:

	2010									Twelve Months Ending December 31,
		Second			Third			Fourth
		Quarter			Quarter			Quarter			2011		2012		2013
Average Daily Oil Production Associated with Derivatives:
Swap Contracts:
Volume (Bbl)		2,500			2,500			2,500			750		3,000		3,000
NYMEX price (Bbl)	$	93.34		$	93.34		$	93.34		$	77.25	$	79.32	$	81.02
Collar Contracts:
Volume (Bbl)		-			-			-			2,000		-		-
NYMEX price (Bbl):
Ceiling	$	-		$	-		$	-		$	170.00	$	-	$	-
Floor	$	-		$	-		$	-		$	115.00	$	-	$	-
Collar Contracts with Short Puts:
Volume (Bbl)		1,000			1,000			1,250			1,000		1,000		1,000
NYMEX price (Bbl):
Ceiling	$	87.18		$	87.18		$	89.06		$	99.60	$	103.50	$	111.50
Floor	$	70.00		$	70.00		$	70.00		$	70.00	$	80.00	$	83.00
Short Put	$	55.00		$	55.00		$	55.00		$	55.00	$	65.00	$	68.00
Percent of total oil production (a)		~90%			~90%			~90%			~90%		~90%		~85%
Average Daily NGL Production Associated with Derivatives:
Swap Contracts:
Volume (Bbl)		750			750			750			750		750		-
Blended index price (Bbl) (b)	$	52.52		$	52.52		$	52.52		$	34.65	$	35.03	$	-
Percent of total NGL production (a)		~55%			~55%			~55%			~55%		~50%		N/A
Average Daily Gas Production Associated with Derivatives:
Swap Contracts:
Volume (MMBtu)		5,000			5,000			5,000			2,500		2,500		2,500
NYMEX price (MMBtu) (c)	$	7.44		$	7.44		$	7.44		$	6.65	$	6.77	$	6.89
Percent of total gas production (a)		~90%			~90%			~90%			~45%		~40%		~40%
Basis Swap Contracts:
Spraberry Index Swaps – (MMBtu) (d)		2,500			2,500			2,500			-		-		-
Price differential ($/MMBtu)	$	(0.87	)	$	(0.87	)	$	(0.87	)	$	-	$	-	$	-

____________

(a)	Represents the approximate percentage of forecasted production that is covered by derivative contracts.

(b)	Represents the blended Mont Belvieu index prices per Bbl.

(c)	Approximate NYMEX Henry Hub index price based on the differential to the index price on the derivative trade date.

(d)	Represents swaps that fix the basis differentials between the index at which the Partnership sells its Spraberry gas and NYMEX Henry Hub index prices used in gas swap contracts.

Cautionary Statement Concerning Forward-Looking Statements

Except for historical information contained herein, the statements in Items 2.02 and 7.01 of this Current Report on Form 8-K 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 the Partnership are subject to a number of risks and uncertainties that may cause the Partnership'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, the effectiveness of the Partnership's commodity price derivative strategy, reliance on Pioneer Natural Resources Company and its subsidiaries to manage the Partnership's business and identify and evaluate acquisitions, p roduct supply and demand, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, access to and availability of drilling equipment and transportation, processing and refining facilities, the Partnership's ability to replace reserves, including through acquisitions, and implement its business plans or complete its development activities as scheduled, uncertainties associated with acquisitions, access to and cost of capital, the financial strength of counterparties to the Partnership's credit facility and derivative contracts and the purchasers of the Partnership's oil, NGL and gas production, uncertainties about estimates of reserves and the ability to add proved reserves in the future, the assumptions underlying production forecasts, quality of technic al data and environmental and weather risks. These and other risks are described in the Partnership's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the United States Securities and Exchange Commission. In addition, the Partnership may be subject to currently unforeseen risks that may have a materially adverse effect on it. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. The Partnership undertakes no duty to publicly update these statements except as required by law.

SIGNATURES

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 SOUTHWEST ENERGY PARTNERS L.P.
		By: Pioneer Natural Resources GP LLC, its general partner


	By:	/s/ Frank W. Hall
		Frank W. Hall,
		Vice President and Chief
		Accounting Officer

Dated: April 20, 2010

Pioneer Southwest Energy Partners Inactive 8-KResults of Operations and Financial Condition