8-K

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 29, 2006

REGENCY ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

DELAWARE	0001-338613	16-1731691
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1700 Pacific, Suite 2900
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (214) 750-1771

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

     On March 29, 2006, Regency Energy Partners LP (“Regency” or the “Partnership”) issued a press release announcing its financial results for the year ended December 31, 2005. A copy of the press release and its accompanying financial highlights and reconciliation schedules are furnished as a part of this current report on Form 8-K as Exhibit 99.1 and is incorporated herein in its entirety by reference.

     The press release and accompanying financial highlights and reconciliation schedules are being furnished pursuant to this Item 2.02. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

     Regency wishes to disclose for Regulation FD purposes its slide presentation, furnished herewith as Exhibit 99.2, to be utilized during a public conference call and webcast in the afternoon of March 29, 2006.

     The slide presentation is being furnished pursuant to this Item 7.01. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired. None.
(b)	Pro forma financial information. None.
(c)	Shell company transactions. None.
(d)	Exhibits:

               99.1 Copy of Regency’s press release dated March 29, 2006, publicly announcing its year-end 2005 financial results.

               99.2 Copy of Regency’s slide presentation to be utilized during the March 29, 2006 public conference call and webcast.

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.

	REGENCY ENERGY PARTNERS LP
	By:	REGENCY GP LP,
		its General Partner
		By:	REGENCY GP LLC,
			its General Partner
March 29, 2006			By:	/s/ Stephen L. Arata
			Name:	Stephen L. Arata
			Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
Exhibit 99.1	Copy of Regency’s press release dated March 29, 2006, publicly announcing its year-end 2005 financial results.
Exhibit 99.2	Copy of Regency’s slide presentation to be utilized during the March 29, 2006 public conference call and webcast.

EX-99.1

EXHIBIT 99.1

Regency Energy Partners LP Reports Full-Year 2005 Financial Results

DALLAS—(BUSINESS WIRE)—March 29, 2006—Regency Energy Partners LP, “Regency” or “the Partnership” (NASDAQ: RGNC), today announced its financial results for the year ended December 31, 2005.

For the year ended December 31, 2005, the Partnership reported a net loss of $11.2 million compared to net income of $21.5 million for the combined year ended December 31, 2004. Revenue for the year ended December 31, 2005 increased to $692.6 million compared to $480.2 million for the combined year ended December 31, 2004. For the year ended December 31, 2005, adjusted total segment margin increased to $83.3 million compared to $76.1 million for the combined year ended December 31, 2004. For the year ended December 31, 2005, the Partnership reported adjusted EBITDA of $48.2 million compared to $42.4 million for the combined year ended December 31, 2004.

Adjusted total segment margin, adjusted EBITDA, segment margin and adjusted segment margin are key measures of the partnership’s financial performance. Definitions for adjusted total segment margin, adjusted EBITDA and adjusted segment margin are included in the body of this press release. Schedules presenting Regency’s consolidated statements of operations, segment margin and operating information by segment, as well as schedules reconciling adjusted total segment margin, adjusted EBITDA and adjusted segment margin to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles are available on Regency’s web site at www.regencyenergy.com and as an attachment to this document.

“Regency finished 2005 as a privately held company and reported solid results for the year despite the significant ramp-up costs we incurred in preparation for our January 2006 initial public offering” said James W. Hunt, President and Chief Executive Officer of Regency. “In December, we completed the final phase of our Regency Intrastate Enhancement Project, and although there was only minimal contribution from the final phase of the project, the completion of the early phases of the project helped us to increase the amount of gas gathered and transported in 2005 to approximately 566 thousand MMBtu per day compared to 494 thousand MMBtu per day in 2004.”

REVIEW OF SEGMENT PERFORMANCE

Gas Gathering & Processing — The Gas Gathering & Processing segment includes the Partnership’s natural gas processing and treating plants, low pressure gathering pipelines, NGL pipeline and related NGL marketing activities. Segment margin for this segment was $56.2 million for the year ended December 31, 2005 compared to $67.6 million for the combined year ended December 31, 2004. Adjusted segment margin for this segment was $67.7 million for the year ended December 31, 2005 compared to $67.3 million for the combined year ended December 31, 2004.

Total inlet volumes for the Gas Gathering & Processing segment averaged 308 thousand MMBtu per day of natural gas, and processed NGLs averaged 14,312 barrels per day for the year ended December 31, 2005 compared to 304 thousand MMBtu per day of natural gas, and 14,588 barrels per day of processed NGLs for the combined year ended December 31, 2004.

Gas Transportation — The Gas Transportation segment includes the Partnership’s mid-to-high pressure natural gas pipelines. Segment margin for this segment was $15.7 million for the year ended December 31, 2005 compared to $8.8 million for the combined year ended December 31, 2004.

Total transport volumes for the Gas Transportation segment averaged 258 thousand MMBtu per day of natural gas for the year ended December 31, 2005 compared to 190 thousand MMBtu per day of natural gas for the combined year ended December 31, 2004.

EARNINGS CALL

Regency will hold its quarterly conference call to discuss fourth quarter results today at 3:00 p.m. Eastern Time (2:00 p.m. Central Time). The dial-in number for the call is 800-638-4817 in the United States or 617-614-3943 outside the United States, pass code 11026894. A live webcast of the call can be accessed on the investor information page of Regency Energy Partners’ web site at http://www.regencyenergy.com. The call will be available for replay for 7 days by dialing 888-286-8010 pass code 10839255. A replay and transcript of the broadcast will also be available on the Partnership’s web site.

NON-GAAP FINANCIAL INFORMATION

This press release and the accompanying financial schedules include the non-generally accepted accounting principles (“non-GAAP”) financial measures of adjusted total segment margin, adjusted EBITDA and adjusted segment margin. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our non-GAAP financial measures should not be considered an alternative to, or more meaningful than, net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP as a measure of operating performance, liquidity or ability to service debt obligations.

We define adjusted EBITDA as net income (loss) plus interest expense, net, depreciation and amortization expense, unrealized loss (gain) from risk management activities, non-cash put option expirations and loss on debt refinancing.

Adjusted EBITDA is used as a supplemental performance measure by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others, to assess:

• financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

• our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing methods or capital structure; and

• the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

Our adjusted EBITDA may not be comparable to a similarly titled measure of another company because other entities may not calculate adjusted EBITDA in the same manner.

We define adjusted total segment margin as total operating revenues less the cost of purchases of natural gas and natural gas liquids plus unrealized losses (gains) from risk management activities and non-cash put option expirations.

We define adjusted segment margin as segment operating revenues less segment cost of purchases of natural gas and natural gas liquids plus unrealized losses (gains) from risk management activities and non-cash put option expirations. Our adjusted total segment margin equals the sum of our Gas Gathering and Processing adjusted segment margin and Gas Transportation segment margin. Adjusted segment margin is included as a supplemental disclosure because it is a primary performance measure used by management as it represents the results of product purchases and sales, a key component of our operations.

Our segment margin measures may not be comparable to similarly titled measures of other companies because other entities may not calculate segment margin amounts in the same manner.

Regency Energy Partners LP (NASDAQ: RGNC) is a midstream master limited partnership that gathers, treats, compresses, processes, transports and markets natural gas and transports and markets natural gas liquids. For more information, visit the Regency Energy Partners LP web site at www.regencyenergy.com.

This press release may contain forward-looking statements as defined under the federal securities laws regarding Regency Energy Partners, including projections, estimates, forecasts, plans and objectives. These statements are based on management’s current projections, estimates, forecasts, plans and objectives and are not guarantees of future performance. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond our control. These risks and uncertainties include, but are not limited to, changes in laws and regulations impacting the gathering and processing industry, the level of creditworthiness of the Partnership’s counterparties, the Partnership’s ability to access the debt and equity markets, the Partnership’s use of derivative financial instruments to hedge commodity and interest rate risks, the amount of collateral required to be posted from time to time in the Partnership’s transactions, changes in commodity prices, interest rates, demand for the

Partnership’s services, weather and other natural phenomena, industry changes including the impact of consolidations and changes in competition, the Partnership’s ability to obtain required approvals for construction or modernization of the Partnership’s facilities and the timing of production from such facilities, and the effect of accounting pronouncements issued periodically by accounting standard setting boards. Therefore, actual results and outcomes may differ materially from those expressed in such forward-looking information.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than the Partnership has described. The Partnership undertakes no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise. Information contained in this press release is unaudited and is subject to change.

Consolidated Statements of Operations

							Regency LLC
	Regency Gas Services LLC						Predecessor			Combined (a)
				Period from
				Acquisition
				Date			Period from
				(December 1,			January 1,
	Year Ended			2004) to			2004 to			Year Ended
	December 31,			December 31,			November 30,			December 31,
($ in thousands)	2005			2004			2004			2004
REVENUE
Gas sales	$	495,987		$	32,616		$	279,582		$	312,198
NGL sales		179,305			11,890			123,827			135,717
Gathering, transportation and other fees		25,921			1,943			19,016			20,959
Unrealized/realized gain/(loss) from risk management activities		(22,243	)		322			—			322
Other		13,633			1,070			9,896			10,966
Total revenue		692,603			47,841			432,321			480,162
EXPENSE
Cost of gas and liquids		611,137			39,979			352,508			392,487
Other cost of sales		9,614			1,007			10,254			11,261
Operating expenses		21,812			1,819			17,786			19,605
General and administrative		14,412			638			6,571			7,209
Transaction expenses		—			—			7,003			7,003
Depreciation and amortization		22,010			1,613			10,129			11,742
Total operating expense		678,985			45,056			404,251			449,307
OPERATING INCOME		13,618			2,785			28,070			30,855
OTHER INCOME AND DEDUCTIONS
Interest expense, net		(17,432	)		(1,335	)		(5,097	)		(6,432	)
Loss on debt refinancing		(8,480	)		—			(3,022	)		(3,022	)
Other income and deductions, net		338			14			186			200
Total other income and deductions		(25,574	)		(1,321	)		(7,933	)		(9,254	)
NET (LOSS) INCOME FROM CONTINUING OPERATIONS		(11,956	)		1,464			20,137			21,601
DISCONTINUED OPERATIONS
Income (loss) from operations of Regency Gas Treating LP (including gain on disposal of $626 in 2005)		732			—			(121	)		(121	)
NET (LOSS) INCOME	$	(11,224	)	$	1,464		$	20,016		$	21,480

a) We combined the results of operations for the period from January 1, 2004 through November 30, 2004 of the Regency LLC Predecessor with those of the Predecessor for the period from the acquisition date (December 1, 2004) through December 31, 2004 to provide a full year of results For a more meaningful comparison with the year ended December 31, 2005.

Segment Financial and Operating Data

	Year Ended December 31,
($ in thousands)	2005		2004(a)
Gathering and Processing Segment
Financial Data:
Segment Margin (b)	$	56,179	$	67,594
Operating Data:
Throughput (thousand MMBtu/d)		308		304
NGL gross production (BBls/d)		14,312		14,588
Transportation Segment
Financial Data:
Segment Margin	$	15,672	$	8,820
Operating Data:
Throughput (thousand MMBtu/d)		258		190

a)	We combined the results of operations for the period from January 1, 2004 through November 30, 2004 of the Regency LLC Predecessor with those of the Predecessor for the period from the acquisition date (December 1, 2004) through December 31, 2004 to provide a full year of results for a more meaningful comparison with the year ended December 31, 2005.
b)	2005 revenues include net realized and unrealized loss from risk management activities of $12.7 million and $9.5 million, respectively. 2004 revenues include unrealized gain from risk management activities of $0.3 million.

Reconciliation of Non-GAAP measures to GAAP measures

Non-GAAP Adjusted EBITDA to Net Income (loss)

	Year Ended December 31,
($ in thousands)	2005			2004(a)
Net income (loss)		($11,224	)	$	21,480
Interest expense, net		17,432			6,432
Depreciation and amortization		22,010			11,742
EBITDA (b)	$	28,218		$	39,654
Unrealized loss (gain) from risk management activities		9,530			(322	)
Non-cash put option expiration		1,956			—
Loss on debt refinancing		8,480			3,022
Adjusted EBITDA	$	48,184		$	42,354

Non-GAAP Adjusted Total Segment Margin to Net Income (loss)

	Year Ended December 31,
($ in thousands)	2005			2004(a)
Net income (loss)		($11,224	)	$	21,480
Add:
Operating expenses		21,812			19,605
General and administrative		14,412			7,209
Transaction expenses		—			7,003
Depreciation and amortization		22,010			11,742
Interest expense, net		17,432			6,432
Loss on debt refinancing		8,480			3,022
Other income and deductions, net		(338	)		(200	)
Discontinued operations		(732	)		121
Total Segment Margin	$	71,852		$	76,414
Unrealized loss (gain) from risk management activities		9,530			(322	)
Non-cash put option expiration		1,956			—
Adjusted Total Segment Margin	$	83,338		$	76,092

a)	We combined the results of operations for the period from January 1, 2004 through November 30, 2004 of the Regency LLC Predecessor with those of the Predecessor for the period from the acquisition date (December 1, 2004) through December 31, 2004 to provide a full year of results for a more meaningful comparison with the year ended December 31, 2005.
b)	Earnings before interest, taxes, depreciation and amortization.

Reconciliation of Non-GAAP measures to GAAP measures — continued

Gas Gathering and Processing Segment: Non-GAAP Adjusted Segment Margin to Segment Margin

	Year Ended December 31,
($ in thousands)	2005		2004(a)
Segment margin	$	56,179	$	67,594
Unrealized loss (gain) from risk management activities		9,530		(322	)
Non-cash put option expiration		1,956		—
Adjusted Segment Margin	$	67,665	$	67,272

a) We combined the results of operations for the period from January 1, 2004 through November 30, 2004 of the Regency LLC Predecessor with those of the Predecessor for the period from the acquisition date (December 1, 2004) through December 31, 2004 to provide a full year of results for a more meaningful comparison with the year ended December 31, 2005.

EX-99.2

EXHIBIT 99.2

2005 Year-End Earnings Release March 29, 2006

Forward Looking Statements Under the Private Securities Litigation Act of 1995 This presentation may contain statements about future events and Regency Energy Partners LP's ("Regency Energy Partners", "Regency" or the "Partnership") outlook and expectations, which are forward-looking statements. Although Regency believes that the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements are inherently uncertain and necessarily involve risks that may affect Regency's business prospects and performance, causing actual results to differ from those discussed during this presentation. Any forward-looking statements made are subject to all of the risks and uncertainties, many of which are beyond management's control, involved in gathering, processing, marketing and transportation of natural gas and natural gas liquids, or NGLs. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Regency's actual results and plans could differ materially from those expressed in any forward-looking statements. These risks and uncertainties are discussed in more detail in Regency's filings with the Securities and Exchange Commission, copies of which are available to the public. The Partnership undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or future events. Regulation G This document may include certain non-GAAP financial measures as defined under SEC Regulation G. In such an event, a reconciliation of those measures to the most directly comparable GAAP measures is included in this presentation.

Regency Energy Partners Overview

2005 Highlights Regency Intrastate Enhancement Project Preparation for our January 2006 IPO Solid results from our base business

Financial Overview Year-End 2005

Consolidated Operating Results

Gathering and Processing Segment

Transportation Segment

Q&A

Non-GAAP Reconciliations

Non-GAAP Reconciliation

Non-GAAP Reconciliation

Non-GAAP Reconciliation