filings.toolsItem 1. Financial Statements.
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Item 1. Financial Statements.
TARGA RESOURCES CORP.
CONSOLIDATED B****ALANCE SHEETS
| December 31, 2023 | December 31, 2022 | ||||||
| (In millions) | |||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 141.7 | $ | 219.0 | |||
| Trade receivables, net of allowances of $2.5 million and $2.2 million at December 31, 2023 and December 31, 2022 | 1,471.0 | 1,408.4 | |||||
| Inventories | 371.5 | 393.8 | |||||
| Assets from risk management activities | 111.9 | 179.9 | |||||
| Other current assets | 98.5 | 155.5 | |||||
| Total current assets | 2,194.6 | 2,356.6 | |||||
| Property, plant and equipment, net | 15,806.4 | 14,214.6 | |||||
| Intangible assets, net | 2,350.6 | 2,734.6 | |||||
| Long-term assets from risk management activities | 33.3 | 24.5 | |||||
| Investments in unconsolidated affiliates | 146.3 | 131.3 | |||||
| Other long-term assets | 140.6 | 98.4 | |||||
| Total assets | $ | 20,671.8 | $ | 19,560.0 | |||
| LIABILITIES, SERIES A PREFERRED STOCK AND OWNERS’ EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 1,574.9 | $ | 1,448.8 | |||
| Accrued liabilities | 281.7 | 289.5 | |||||
| Interest payable | 229.6 | 174.0 | |||||
| Liabilities from risk management activities | 54.0 | 320.1 | |||||
| Current debt obligations | 620.7 | 834.3 | |||||
| Total current liabilities | 2,760.9 | 3,066.7 | |||||
| Long-term debt | 12,333.2 | 10,702.1 | |||||
| Long-term liabilities from risk management activities | 16.8 | 140.1 | |||||
| Deferred income taxes, net | 535.8 | 327.7 | |||||
| Other long-term liabilities | 415.1 | 341.2 | |||||
| Commitments and Contingencies (see Notes 17 and 18) | |||||||
| Series A Preferred 9.5% Stock, $1,000 per share liquidation preference (1,200,000 shares authorized, zero shares issued and outstanding as of December 31, 2023 and December 31, 2022), net of discount | — | — | |||||
| Owners’ equity: | |||||||
| Targa Resources Corp. stockholders’ equity: | |||||||
| Common stock ($0.001 par value, 450,000,000 shares authorized as of December 31, 2023 and December 31, 2022) | 0.2 | 0.2 | |||||
| Issued Outstanding | |||||||
| December 31, 2023 240,095,699 222,611,259 | |||||||
| December 31, 2022 237,939,058 226,042,229 | |||||||
| Preferred stock ($0.001 par value, after designation of Series A Preferred Stock: 98,800,000 shares authorized, zero shares issued and outstanding) | — | — | |||||
| Additional paid-in capital | 3,058.8 | 3,702.3 | |||||
| Retained earnings (deficit) | 492.0 | (626.8 | ) | ||||
| Accumulated other comprehensive income (loss) | 85.6 | 54.7 | |||||
| Treasury stock, at cost (17,484,440 shares as of December 31, 2023 and 11,896,829 shares as of December 31, 2022) | (896.9 | ) | (464.7 | ) | |||
| Total Targa Resources Corp. stockholders’ equity | 2,739.7 | 2,665.7 | |||||
| Noncontrolling interests | 1,870.3 | 2,316.5 | |||||
| Total owners’ equity | 4,610.0 | 4,982.2 | |||||
| Total liabilities, Series A Preferred Stock and owners’ equity | $ | 20,671.8 | $ | 19,560.0 |
See notes to consolidated financial statements.
F-5
TARGA RESOURCES CORP.
CONSOLIDATED STATEM****ENTS OF OPERATIONS
| Year Ended December 31, | |||||||||||
| 2023 | 2022 | 2021 | |||||||||
| (In millions, except per share amounts) | |||||||||||
| Revenues: | |||||||||||
| Sales of commodities | $ | 13,962.1 | $ | 19,066.0 | $ | 15,602.5 | |||||
| Fees from midstream services | 2,098.2 | 1,863.8 | 1,347.3 | ||||||||
| Total revenues | 16,060.3 | 20,929.8 | 16,949.8 | ||||||||
| Costs and expenses: | |||||||||||
| Product purchases and fuel | 10,676.4 | 16,882.1 | 13,729.5 | ||||||||
| Operating expenses | 1,077.9 | 912.8 | 747.0 | ||||||||
| Depreciation and amortization expense | 1,329.6 | 1,096.0 | 870.6 | ||||||||
| General and administrative expense | 348.7 | 309.7 | 273.2 | ||||||||
| Impairment of long-lived assets | — | — | 452.3 | ||||||||
| Other operating (income) expense | 1.5 | 0.2 | 12.4 | ||||||||
| Income (loss) from operations | 2,626.2 | 1,729.0 | 864.8 | ||||||||
| Other income (expense): | |||||||||||
| Interest expense, net | (687.8 | ) | (446.1 | ) | (387.9 | ) | |||||
| Equity earnings (loss) | 9.0 | 9.1 | (23.9 | ) | |||||||
| Gain (loss) from financing activities | (2.1 | ) | (49.6 | ) | (16.6 | ) | |||||
| Gain (loss) from sale of equity method investment | — | 435.9 | — | ||||||||
| Other, net | (2.8 | ) | (15.1 | ) | 0.5 | ||||||
| Income (loss) before income taxes | 1,942.5 | 1,663.2 | 436.9 | ||||||||
| Income tax (expense) benefit | (363.2 | ) | (131.8 | ) | (14.8 | ) | |||||
| Net income (loss) | 1,579.3 | 1,531.4 | 422.1 | ||||||||
| Less: Net income (loss) attributable to noncontrolling interests | 233.4 | 335.9 | 350.9 | ||||||||
| Net income (loss) attributable to Targa Resources Corp. | 1,345.9 | 1,195.5 | 71.2 | ||||||||
| Premium on repurchase of noncontrolling interests, net of tax | 510.1 | 53.2 | — | ||||||||
| Dividends on Series A Preferred Stock | — | 30.0 | 87.3 | ||||||||
| Deemed dividends on Series A Preferred Stock | — | 215.5 | — | ||||||||
| Net income (loss) attributable to common shareholders | $ | 835.8 | $ | 896.8 | $ | (16.1 | ) | ||||
| Net income (loss) per common share - basic | $ | 3.69 | $ | 3.95 | $ | (0.07 | ) | ||||
| Net income (loss) per common share - diluted | $ | 3.66 | $ | 3.88 | $ | (0.07 | ) | ||||
| Weighted average shares outstanding - basic | 224.6 | 227.3 | 228.6 | ||||||||
| Weighted average shares outstanding - diluted | 226.0 | 231.1 | 228.6 |
See notes to consolidated financial statements.
F-6
TARGA RESOURCES CORP.
CONSOLIDATED STATEMENTS OF C****OMPREHENSIVE INCOME (LOSS)
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Pre-Tax | Related Income Tax | After Tax | Pre-Tax | Related Income Tax | After Tax | Pre-Tax | Related Income Tax | After Tax | ||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 1,579.3 | $ | 1,531.4 | $ | 422.1 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||
| Commodity hedging contracts: | ||||||||||||||||||||||||||||||||||||
| Change in fair value | $ | 193.4 | $ | (44.3 | ) | 149.1 | $ | (5.6 | ) | $ | 1.3 | (4.3 | ) | $ | (534.6 | ) | $ | 128.4 | (406.2 | ) | ||||||||||||||||
| Settlements reclassified to revenues | (153.4 | ) | 35.2 | (118.2 | ) | 373.0 | (83.1 | ) | 289.9 | 417.3 | (100.2 | ) | 317.1 | |||||||||||||||||||||||
| Other comprehensive income (loss) | 40.0 | (9.1 | ) | 30.9 | 367.4 | (81.8 | ) | 285.6 | (117.3 | ) | 28.2 | (89.1 | ) | |||||||||||||||||||||||
| Comprehensive income (loss) | 1,610.2 | 1,817.0 | 333.0 | |||||||||||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 233.4 | 335.9 | 350.9 | |||||||||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to Targa Resources Corp. | $ | 1,376.8 | $ | 1,481.1 | $ | (17.9 | ) |
See notes to consolidated financial statements.
F-7
TARGA RESOURCES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN OWN****ERS’ EQUITY AND SERIES A PREFERRED STOCK
| Retained | Accumulated | ||||||||||||||||||||||||||||||
| Additional | Earnings | Other | Treasury | Total | Series A | ||||||||||||||||||||||||||
| Common Stock | Paid in | (Accumulated | Comprehensive | Shares | Noncontrolling | Owners’ | Preferred | ||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Income (Loss) | Shares | Amount | Interests | Equity | Stock | ||||||||||||||||||||||
| (In millions, except shares in thousands) | |||||||||||||||||||||||||||||||
| Balance, December 31, 2020 | 228,062 | $ | 0.2 | $ | 4,839.9 | $ | **(**1,893.5 | ) | $ | **(**141.8 | ) | 6,731 | $ | **(**150.9 | ) | $ | 3,249.3 | $ | 5,903.2 | $ | 301.4 | ||||||||||
| Impact of accounting standard adoption | — | — | (448.3 | ) | — | — | — | — | — | (448.3 | ) | 448.3 | |||||||||||||||||||
| Compensation on equity grants | — | — | 59.2 | — | — | — | — | — | 59.2 | — | |||||||||||||||||||||
| Dividend equivalent rights | — | — | (3.1 | ) | — | — | — | — | — | (3.1 | ) | — | |||||||||||||||||||
| Shares issued under compensation program | 1,312 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||
| Shares tendered for tax withholding obligations | (397 | ) | — | — | — | — | 397 | (13.2 | ) | — | (13.2 | ) | — | ||||||||||||||||||
| Repurchases of common stock | (756 | ) | — | — | — | — | 756 | (40.0 | ) | — | (40.0 | ) | — | ||||||||||||||||||
| Series A Preferred Stock dividends | |||||||||||||||||||||||||||||||
| Dividends - $95.00 per share | — | — | — | (87.3 | ) | — | — | — | — | (87.3 | ) | — | |||||||||||||||||||
| Dividends in excess of retained earnings | — | — | (87.3 | ) | 87.3 | — | — | — | — | — | — | ||||||||||||||||||||
| Common stock dividends | |||||||||||||||||||||||||||||||
| Dividends - $0.40 per share | — | — | — | (91.5 | ) | — | — | — | — | (91.5 | ) | — | |||||||||||||||||||
| Dividends in excess of retained earnings | — | — | (91.5 | ) | 91.5 | — | — | — | — | — | — | ||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (449.1 | ) | (449.1 | ) | — | |||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | — | 15.8 | 15.8 | — | |||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | (89.1 | ) | — | — | — | (89.1 | ) | — | |||||||||||||||||||
| Net income (loss) | — | — | — | 71.2 | — | — | — | 350.9 | 422.1 | — | |||||||||||||||||||||
| Balance, December 31, 2021 | 228,221 | 0.2 | 4,268.9 | **(**1,822.3 | ) | **(**230.9 | ) | 7,884 | **(**204.1 | ) | 3,166.9 | 5,178.7 | 749.7 | ||||||||||||||||||
| Compensation on equity grants | — | — | 57.5 | — | — | — | — | — | 57.5 | — | |||||||||||||||||||||
| Dividend equivalent rights | — | — | (7.1 | ) | — | — | — | — | — | (7.1 | ) | — | |||||||||||||||||||
| Shares issued under compensation program | 1,834 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||
| Shares tendered for tax withholding obligations | (601 | ) | — | — | — | — | 601 | (35.8 | ) | — | (35.8 | ) | — | ||||||||||||||||||
| Repurchases of common stock | (3,412 | ) | — | — | — | — | 3,412 | (224.8 | ) | — | (224.8 | ) | — | ||||||||||||||||||
| Series A Preferred Stock dividends | |||||||||||||||||||||||||||||||
| Dividends - $47.50 per share | — | — | — | (30.0 | ) | — | — | — | — | (30.0 | ) | — | |||||||||||||||||||
| Dividends in excess of retained earnings | — | — | (30.0 | ) | 30.0 | — | — | — | — | — | — | ||||||||||||||||||||
| Deemed dividends - redemption of Series A Preferred Stock | — | — | (215.5 | ) | — | — | — | — | — | (215.5 | ) | — | |||||||||||||||||||
| Common stock dividends | |||||||||||||||||||||||||||||||
| Dividends - $1.40 per share | — | — | — | (318.3 | ) | — | — | — | — | (318.3 | ) | — | |||||||||||||||||||
| Dividends in excess of retained earnings | — | — | (318.3 | ) | 318.3 | — | — | — | — | — | — | ||||||||||||||||||||
| Redemption of Series A Preferred Stock | — | — | — | — | — | — | — | — | — | (749.7 | ) | ||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (354.5 | ) | (354.5 | ) | — | |||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | — | 26.1 | 26.1 | — | |||||||||||||||||||||
| Repurchase of noncontrolling interests, net of tax | — | — | (53.2 | ) | — | — | — | — | (857.9 | ) | (911.1 | ) | — | ||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | 285.6 | — | — | — | 285.6 | — | |||||||||||||||||||||
| Net income (loss) | — | — | — | 1,195.5 | — | — | — | 335.9 | 1,531.4 | — | |||||||||||||||||||||
| Balance, December 31, 2022 | 226,042 | $ | 0.2 | $ | 3,702.3 | $ | **(**626.8 | ) | $ | 54.7 | 11,897 | $ | **(**464.7 | ) | $ | 2,316.5 | $ | 4,982.2 | $ | — |
See notes to consolidated financial statements.
F-8
TARGA RESOURCES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN OWNERS’ EQUITY AND SERIES A PREFERRED STOCK
| Retained | Accumulated | ||||||||||||||||||||||||||||||
| Additional | Earnings | Other | Treasury | Total | Series A | ||||||||||||||||||||||||||
| Common Stock | Paid in | (Accumulated | Comprehensive | Shares | Noncontrolling | Owners’ | Preferred | ||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit) | Income (Loss) | Shares | Amount | Interests | Equity | Stock | ||||||||||||||||||||||
| (In millions, except shares in thousands) | |||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 226,042 | $ | 0.2 | $ | 3,702.3 | $ | **(**626.8 | ) | $ | 54.7 | 11,897 | $ | **(**464.7 | ) | $ | 2,316.5 | $ | 4,982.2 | $ | — | |||||||||||
| Compensation on equity grants | — | — | 62.4 | — | — | — | — | — | 62.4 | — | |||||||||||||||||||||
| Dividend equivalent rights | — | — | (2.3 | ) | (1.6 | ) | — | — | — | — | (3.9 | ) | — | ||||||||||||||||||
| Shares issued under compensation program | 2,156 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||
| Shares tendered for tax withholding obligations | (716 | ) | — | — | — | — | 716 | (55.8 | ) | — | (55.8 | ) | — | ||||||||||||||||||
| Repurchases of common stock | (4,871 | ) | — | — | — | — | 4,871 | (373.7 | ) | — | (373.7 | ) | — | ||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | (2.7 | ) | — | (2.7 | ) | — | |||||||||||||||||||
| Common stock dividends | |||||||||||||||||||||||||||||||
| Dividends - $1.85 per share | — | — | — | (419.0 | ) | — | — | — | — | (419.0 | ) | — | |||||||||||||||||||
| Dividends in excess of retained earnings | — | — | (193.5 | ) | 193.5 | — | — | — | — | — | — | ||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | (230.0 | ) | (230.0 | ) | — | |||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | — | 9.7 | 9.7 | — | |||||||||||||||||||||
| Repurchase of noncontrolling interests, net of tax | — | — | (510.1 | ) | — | — | — | — | (459.3 | ) | (969.4 | ) | — | ||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | 30.9 | — | — | — | 30.9 | — | |||||||||||||||||||||
| Net income (loss) | — | — | — | 1,345.9 | — | — | — | 233.4 | 1,579.3 | — | |||||||||||||||||||||
| Balance, December 31, 2023 | 222,611 | $ | 0.2 | $ | 3,058.8 | $ | 492.0 | $ | 85.6 | 17,484 | $ | **(**896.9 | ) | $ | 1,870.3 | $ | 4,610.0 | $ | — |
See notes to consolidated financial statements.
F-9
TARGA RESOURCES CORP.
CONSOLIDATED STATEM****ENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In millions) | ||||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income (loss) | $ | 1,579.3 | $ | 1,531.4 | $ | 422.1 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
| Amortization in interest expense | 13.2 | 10.5 | 10.3 | |||||||||
| Compensation on equity grants | 62.4 | 57.5 | 59.2 | |||||||||
| Depreciation and amortization expense | 1,329.6 | 1,096.0 | 870.6 | |||||||||
| Impairment of long-lived assets | — | — | 452.3 | |||||||||
| (Gain) loss on sale or disposition of assets | (5.3 | ) | (9.6 | ) | 2.0 | |||||||
| Write-downs of assets | 6.9 | 9.8 | 10.3 | |||||||||
| Accretion of asset retirement obligations | 5.9 | 4.8 | 4.0 | |||||||||
| Deferred income tax expense (benefit) | 349.6 | 125.1 | 12.1 | |||||||||
| Equity (earnings) loss of unconsolidated affiliates | (9.0 | ) | (9.1 | ) | 23.9 | |||||||
| Distributions of earnings received from unconsolidated affiliates | 13.1 | 12.2 | 84.0 | |||||||||
| Risk management activities | (275.4 | ) | 302.5 | 116.0 | ||||||||
| (Gain) loss from financing activities | 2.1 | 49.6 | 16.6 | |||||||||
| (Gain) loss from sale of equity method investment | — | (435.9 | ) | — | ||||||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||||||||
| Receivables and other assets | (20.6 | ) | 219.7 | (392.4 | ) | |||||||
| Inventories | 36.0 | (236.2 | ) | 40.6 | ||||||||
| Accounts payable, accrued liabilities and other liabilities | 68.2 | (383.0 | ) | 565.4 | ||||||||
| Interest payable | 55.6 | 35.5 | 5.9 | |||||||||
| Net cash provided by operating activities | 3,211.6 | 2,380.8 | 2,302.9 | |||||||||
| Cash flows from investing activities | ||||||||||||
| Outlays for property, plant and equipment | (2,385.4 | ) | (1,334.3 | ) | (505.1 | ) | ||||||
| Outlays for business acquisition, net of cash acquired | — | (3,503.9 | ) | — | ||||||||
| Outlays for asset acquisition, net of cash acquired | — | (205.2 | ) | — | ||||||||
| Proceeds from sale of assets | 4.7 | 23.0 | 12.2 | |||||||||
| Investments in unconsolidated affiliates | (24.6 | ) | (1.5 | ) | (0.6 | ) | ||||||
| Proceeds from sale of equity method investment | — | 857.0 | — | |||||||||
| Return of capital from unconsolidated affiliates | 5.5 | 16.8 | 20.2 | |||||||||
| Other, net | (1.0 | ) | (1.6 | ) | 0.1 | |||||||
| Net cash provided by (used in) investing activities | (2,400.8 | ) | (4,149.7 | ) | (473.2 | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Debt obligations: | ||||||||||||
| Proceeds from borrowings under credit facilities | — | 5,845.0 | 620.0 | |||||||||
| Repayments of credit facilities | (290.0 | ) | (5,555.0 | ) | (1,455.0 | ) | ||||||
| Proceeds from borrowings of commercial paper notes | 59,002.8 | 30,504.3 | — | |||||||||
| Repayments of commercial paper notes | (59,836.5 | ) | (29,495.6 | ) | — | |||||||
| Proceeds from borrowings under term loan facility | — | 1,500.0 | — | |||||||||
| Repayments of term loan facility | (1,000.0 | ) | — | — | ||||||||
| Proceeds from borrowings under accounts receivable securitization facility | 143.1 | 1,230.0 | 630.0 | |||||||||
| Repayments of accounts receivable securitization facility | (368.1 | ) | (580.0 | ) | (830.0 | ) | ||||||
| Proceeds from issuance of senior notes | 3,727.7 | 2,741.4 | 1,000.0 | |||||||||
| Redemption of senior notes | — | (1,473.2 | ) | (1,132.0 | ) | |||||||
| Principal payments of finance leases | (42.9 | ) | (19.7 | ) | (12.5 | ) | ||||||
| Costs incurred in connection with financing arrangements | (36.1 | ) | (45.7 | ) | (9.6 | ) | ||||||
| Repurchase of shares | (429.5 | ) | (260.6 | ) | (53.2 | ) | ||||||
| Contributions from noncontrolling interests | 9.7 | 26.1 | 15.8 | |||||||||
| Distributions to noncontrolling interests | (222.1 | ) | (316.4 | ) | (500.0 | ) | ||||||
| Repurchase of noncontrolling interests | (1,118.9 | ) | (926.3 | ) | — | |||||||
| Redemption of Series A Preferred Stock | — | (965.2 | ) | — | ||||||||
| Dividends paid to common and Series A Preferred shareholders | (427.3 | ) | (379.7 | ) | (187.5 | ) | ||||||
| Net cash provided by (used in) financing activities | (888.1 | ) | 1,829.4 | (1,914.0 | ) | |||||||
| Net change in cash and cash equivalents | (77.3 | ) | 60.5 | (84.3 | ) | |||||||
| Cash and cash equivalents, beginning of period | 219.0 | 158.5 | 242.8 | |||||||||
| Cash and cash equivalents, end of period | $ | 141.7 | $ | 219.0 | $ | 158.5 |
See notes to consolidated financial statements.
F-10
TARGA RESOURCES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in millions of dollars.
Note 1 — Organizati****on and Operations
Our Organization
Targa Resources Corp. (NYSE: TRGP) owns, operates, acquires, and develops a diversified portfolio of complementary domestic midstream infrastructure assets.
In this Annual Report, unless the context requires otherwise, references to “we,” “us,” “our,” “the Company,” “Targa” or “TRGP” are intended to mean our consolidated business and operations. TRGP controls the general partner of and owns all of the outstanding common units representing limited partner interests in Targa Resources Partners LP, referred to herein as the “Partnership”. Targa consolidates the Partnership and its subsidiaries under GAAP, and the accompanying consolidated financial statements have been prepared under the rules and regulations of the SEC. Targa’s consolidated financial statements include differences from the consolidated financial statements of the Partnership. The most noteworthy differences are:
the inclusion of the TRGP senior revolving credit facility and term loan facility;
the inclusion of the TRGP senior notes;
the inclusion of the TRGP commercial paper notes;
the inclusion of Series A Preferred Stock (“Series A Preferred”) prior to full redemption in May 2022; and
the impacts of TRGP’s treatment as a corporation for U.S. federal income tax purposes.
Our Operations
The Company is primarily engaged in the business of:
gathering, compressing, treating, processing, transporting, and purchasing and selling natural gas;
transporting, storing, fractionating, treating, and purchasing and selling NGLs and NGL products, including services to LPG exporters; and
gathering, storing, terminaling, and purchasing and selling crude oil.
See Note 23 – Segment Information for certain financial information regarding our business segments.
Note 2 — Basis of Presentation
These accompanying financial statements and related notes present our consolidated financial position as of December 31, 2023 and 2022, and the results of operations, comprehensive income (loss), cash flows, and changes in owners’ equity for the years ended December 31, 2023, 2022 and 2021. We have prepared these consolidated financial statements in accordance with GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior periods have been reclassified to conform to the current year presentation.
Note 3 — Significant Accounting Policies
Consolidation Policy
Our consolidated financial statements include the accounts of all entities that we control and our proportionate interest in the accounts of certain gas gathering and processing facilities in which we own an undivided interest and are responsible for our proportionate share of the costs and expenses of the facilities. Third party ownership interests in our controlled subsidiaries are presented as noncontrolling interests within the equity section of our Consolidated Balance Sheets, except in the case of undivided interest ownership. In our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss), noncontrolling interests reflect the attribution of results to third-party investors. All intercompany balances and transactions have been eliminated in consolidation.
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As of December 31, 2023, our consolidated joint ventures include the following:
Gathering and Processing Segment
60% ownership interest in Centrahoma Processing LLC;
55% ownership interest in Targa Badlands LLC;
72.8% undivided interest in the assets of Targa Pipeline Mid-Continent WestTex LLC; and
76.8% ownership interest in Venice Energy Services Company, LLC.
Logistics and Transportation Segment
88% ownership interest in Cedar Bayou Fractionators, L.P.; and
80% ownership interest in Targa Train 7 LLC.
We apply the equity method of accounting to investments over which we exercise significant influence over the operating and financial policies of our investee, but do not exercise control. We evaluate our equity investments for impairment when evidence indicates the carrying amount of our investment is no longer recoverable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. When the estimated fair value of an equity investment is less than its carrying value and the loss in value is determined to be other than temporary, we recognize the excess of the carrying value over the estimated fair value as a non-cash pre-tax impairment loss within Equity earnings (loss) in our Consolidated Statements of Operations.
As of December 31, 2023, our investments in unconsolidated affiliates include the following:
Gathering and Processing Segment
50% ownership interest in Little Missouri 4 LLC (“Little Missouri 4”).
Logistics and Transportation Segment
50% ownership interest in Cayenne Pipeline, LLC (“Cayenne”); and
38.8% ownership interest in Gulf Coast Fractionators (“GCF”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Estimates and judgments are based on information available at the time such estimates and judgments are made. Changes in facts and circumstances may result in revised estimates and actual results could differ materially from those estimates. Estimates and judgments are used in, among other things, (i) estimating unbilled revenues, product purchases and operating and general and administrative cost accruals, (ii) developing fair value assumptions, including estimates of future cash flows and discount rates, (iii) analyzing long-lived assets for possible impairment, (iv) estimating the useful lives of assets and (v) estimating contingencies, guarantees and indemnifications.
Cash and Cash Equivalents
Cash and cash equivalents include all cash on hand, demand deposits, and short-term, highly liquid investments that are readily convertible into cash, and have original maturities of three months or less.
Allowanc****e for Credit Losses
Estimated losses on accounts receivable are provided through an allowance for credit losses. We estimate the allowance for credit losses through various procedures, including extensive review of our trade receivable balances by counterparty, assessing economic events and conditions, our historical experience with counterparties, the counterparty’s financial condition and the amount and age of past due accounts.
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We continuously evaluate our ability to collect amounts owed to us. Receivables are considered past due if full payment is not received by the contractual due date. Our evaluation procedures also include performing account reconciliations, dispute resolution and payment confirmation.
As the financial condition of any counterparty changes, circumstances develop or additional information becomes available, adjustments to our allowance may be required.
Inventories
Our inventories consist primarily of NGL product inventories, which are valued at the lower of cost or net realizable value, using the average cost method. Most NGL product inventories turn over monthly, but some inventory, primarily propane, is acquired and held during the year to meet anticipated heating season requirements of our customers. Commodity inventories that are not physically or contractually available for sale under normal operations (“deadstock”) are included in Property, plant and equipment.
Product Exchanges
Exchanges of NGL products are executed to satisfy timing and logistical needs of the exchange parties. Volumes received and delivered under exchange agreements are recorded as inventory. If the locations of receipt and delivery are in different markets, an exchange differential may be billed or owed. The exchange differential is recorded as either accounts receivable or accrued liabilities.
Gas Processing Imbalances
Quantities of natural gas and/or NGLs over-delivered or under-delivered, related to certain gas plant operational balancing agreements, are recorded monthly as inventory or as a payable using the weighted average price at the time the imbalance was created. Inventory imbalances receivable are valued at the lower of cost or net realizable value using the average cost method; inventory imbalances payable are valued at replacement cost. These imbalances are settled either by current cash-out settlements or by adjusting future receipts or deliveries of natural gas or NGLs.
Derivative Instruments
We utilize derivative instruments to manage the volatility of our cash flows due to fluctuating energy commodity prices. For balance sheet classification purposes, we analyze the fair values of the derivative instruments on a contract by contract basis and report the related fair values and any related collateral by counterparty on a gross basis. Cash flows from derivative instruments designated as hedges are recognized in the same financial statement line item as the cash flows from the respective item being hedged.
We formally document all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking the hedge. This documentation includes the specific identification of the hedging instrument and the hedged item, the nature of the risk being hedged and the manner in which the hedging instrument’s effectiveness will be assessed. At the inception of the hedge and on an ongoing basis, we assess whether the derivatives used in hedging transactions are highly effective in achieving the offset of changes in cash flows attributable to the hedged risk.
We record all derivative instruments at fair value with the exception of those that we apply the normal purchases and normal sales election.
The table below summarizes the accounting treatment for our derivative instruments, and the impact on our consolidated financial statements:
| Recognition and Measurement | ||
| Derivative Treatment | Balance Sheet | Income Statement |
| Normal Purchases and Normal Sales | Fair value not recorded | Earnings recognized when volumes are physically delivered or received |
| Mark-to-Market | Recorded at fair value | Change in fair value recognized currently in earnings |
| Cash Flow Hedge | Recorded at fair value with changes in fair value deferred in Accumulated Other Comprehensive Income (“AOCI”) | The gain/loss on the derivative instrument is reclassified out of AOCI into earnings when the forecasted transaction occurs |
We will discontinue hedge accounting on a prospective basis when a hedge instrument is terminated, ceases to be highly effective or the forecasted transaction is no longer probable to occur. Gains and losses deferred in AOCI related to cash flow hedges for which hedge accounting has been discontinued remain deferred until the forecasted transaction occurs. If it is probable that a hedged forecasted transaction will not occur, deferred gains or losses on the hedging instrument are reclassified to earnings immediately.
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Property, Plant and Equipment
Property, plant and equipment is recorded at acquisition cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The determination of the useful lives of property, plant and equipment requires us to make various assumptions, including our expected use of the asset and the supply of, and demand for, hydrocarbons in the markets served, normal wear and tear of the facilities, and the extent and frequency of maintenance programs. Upon disposition or retirement of property, plant and equipment, any gain or loss is recorded to operations.
Expenditures for routine maintenance and repairs are expensed as incurred. Expenditures to refurbish an asset that increases its existing service potential or prevents environmental contamination are capitalized and depreciated over the remaining useful life of the asset or major asset component. Certain costs directly related to the construction of assets, including internal labor costs, interest and engineering costs, are capitalized.
Impairment of Long-Lived Assets
We evaluate long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate our carrying amount of an asset may not be recoverable, including changes to our estimates that could have an impact on our assessment of asset recoverability. Asset recoverability is measured by comparing the carrying value of the asset or asset group with its expected future pre-tax undiscounted cash flows. Individual assets are grouped at the lowest level for which the related identifiable cash flows are largely independent of the cash flows of other assets and liabilities. These cash flow estimates require us to make judgments and assumptions related to operating and cash flow results, economic obsolescence, the business climate, contractual, legal and other factors.
If the carrying amount exceeds the expected future undiscounted cash flows, we recognize a non-cash pre-tax impairment loss equal to the excess of net book value over fair value as determined by quoted market prices in active markets or present value techniques if quotes are unavailable. The estimated cash flows used to assess recoverability of our long-lived assets and measure fair value of our asset groups are derived from current business plans, which are developed using near-term price and volume projections reflective of the current environment and management's projections for long-term average prices and volumes. In addition to near and long-term price assumptions, other key assumptions include volume projections, operating costs, timing of incurring such costs, and the use of an appropriate terminal value and discount rate. Any changes we make to these projections and assumptions could result in significant revisions to our evaluation of recoverability of our long-lived assets and the recognition of additional impairments. We believe our estimates and models used to determine fair value are similar to what a market participant would use.
Goodwill
Goodwill is a residual intangible asset that results when the cost of an acquisition exceeds the fair value of the net identifiable assets of the acquired business. Goodwill is not subject to amortization but is tested for impairment at least annually. This test requires us to attribute goodwill to an appropriate reporting unit, which is an operating segment or one level below an operating segment (also known as a component). We evaluate goodwill for impairment on November 30 of each year, or whenever impairment indicators are present. Prior to us conducting the goodwill impairment test, we complete a review of the carrying values of our long-lived assets, including property, plant and equipment and other intangible assets. If it is determined that the carrying values are not recoverable, we reduce the carrying values of the long-lived assets pursuant to our policy on property, plant and equipment.
As part of our goodwill impairment test, we may first assess qualitative factors to determine if the quantitative goodwill impairment test is necessary. If we choose to bypass this qualitative assessment or determine that a goodwill impairment test is required, our annual goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount (including attributed goodwill). We recognize an impairment loss in our Consolidated Statements of Operations and a corresponding reduction of goodwill on our Consolidated Balance Sheets for the amount by which the carrying amount exceeds the reporting unit’s fair value. The goodwill impairment loss will not exceed the total amount of goodwill allocated to that reporting unit. Additionally, when measuring goodwill, we consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit, if applicable.
Intangible Assets
Our intangible assets include producer dedications under long-term contracts and customer relationships associated with business and asset acquisitions. The fair value of these acquired intangible assets was determined at the date of acquisition based on the present value of estimated future cash flows. We amortize the costs of our assets in a manner that closely resembles the expected benefit pattern of the intangible assets or on a straight-line basis, where such pattern is not readily determinable, over the periods in which we benefit from services provided to customers.
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Asset Retirement Obligations
Asset retirement obligations (“AROs”) are legal obligations associated with the retirement of tangible long-lived assets that result from their acquisition, construction, development and/or normal operation. We record a liability and increase the basis in the underlying asset for the present value of each expected ARO when there is a legal obligation to settle under existing or enacted law, statute, written or oral contract or by legal construction.
Our obligations are estimated based on discounted cash flow (“DCF”) estimates. Over time, the ARO liability is accreted to its present value as a period cost and the capitalized amount is depreciated over the asset’s respective useful life. At least annually, we review the projected timing and amount of AROs and reflect revisions as an increase or decrease in the carrying amount of the liability and the basis in the underlying asset. Upon settlement, we will recognize any difference between the recorded amount and the actual settlement cost as a gain or loss.
Debt Issuance Costs
Costs incurred in connection with the issuance of long-term debt and any original issue discount or premium are deferred and charged to interest expense over the term of the related debt. Debt issuance costs related to revolving credit facilities and the term loan facility are amortized on a straight-line basis and those related to long-term debt are amortized using the effective-interest method. Debt issuance costs related to revolving credit facilities are presented as other long-term assets, and debt issuance costs related to long-term debt obligations with scheduled maturities are reflected as a deduction to the carrying amount of long-term debt on the Consolidated Balance Sheets. Gains or losses on debt repurchases, redemptions and debt extinguishments include any associated unamortized debt issuance costs.
Accounts Receivable Securitization Facility
Proceeds from the sale or contribution of certain receivables under the Partnership’s accounts receivable securitization facility (the “Securitization Facility”) are treated as collateralized borrowings in our financial statements. Proceeds and repayments under the Securitization Facility are reflected as cash flows from financing activities in our Consolidated Statements of Cash Flows.
Commercial Paper Program
Under the terms of the unsecured commercial paper note program (the “Commercial Paper Program”), we may issue, from time to time, unsecured commercial paper notes with varying maturities of less than one year. Amounts available under the Commercial Paper Program may be issued, repaid, and re-issued from time to time, with the maximum aggregate face or principal amount outstanding at any one time not to exceed $2.75 billion. We maintain a minimum available borrowing capacity under the $2.75 billion TRGP senior revolving credit facility (the “TRGP Revolver”) equal to the aggregate amount outstanding under the Commercial Paper Program as support. The Commercial Paper Program is guaranteed by each subsidiary that guarantees the TRGP Revolver.
The outstanding borrowings of the commercial paper program are classified as noncurrent because we intend to refinance the borrowings on a long-term basis through the TRGP Revolver. We confirm, on a quarterly basis, that there is sufficient liquidity under the TRGP Revolver to refinance outstanding borrowings of the Commercial Paper Program and such liquidity is not overcommitted for other anticipated uses.
As the outstanding borrowings of the Commercial Paper Program are included as part of long-term debt (i.e., classified as noncurrent), we report Commercial Paper Program borrowings and repayments gross on the statement of cash flows (consistent with the presentation of cash flows associated with the TRGP Revolver).
Debt Modification and Extinguishment
When similar debt instruments are issued and redeemed in the same period, we evaluate whether the issuance of the new instrument should be accounted for as a modification of the existing debt or as an extinguishment of the existing debt and issuance of new debt. We account for these debt transactions as modifications unless they are considered substantially different debt instruments, in which case we account for them as debt extinguishments and new issuances. Transactions involving the issuance of a new debt instrument to one lender and the concurrent satisfaction of an existing debt instrument with another unrelated lender are always accounted for as an extinguishment of the existing debt and issuance of new debt.
Debt instruments are considered substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the existing debt instrument. We
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consider changes in principal amounts, interest rates, and maturity dates of the existing and new instruments when evaluating the change in cash flows between the instruments.
Transactions accounted for as modifications do not result in a gain or loss. We calculate a new effective interest rate based on the revised cash flows. Fees paid to existing lenders are capitalized and amortized while expenses paid to third parties are expensed. Transactions accounted for as extinguishments result in derecognition of the extinguished debt and recording the new debt at fair value. A gain or loss is recognized for the difference between the carrying value of the extinguished debt and the fair value of the new debt. New fees paid to existing lenders are expensed while fees paid to third parties are capitalized and amortized as debt issuance costs.
Environmental Liabilities and Other Loss Contingencies
We accrue a liability for loss contingencies, including environmental remediation costs arising from claims, assessments, litigation, fines, penalties and other sources, when the loss is probable and reasonably estimable.
Income Taxes
We file many income tax returns with the U.S. Department of the Treasury, as well as numerous states. We are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable and related tax expense, together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are reported on a net basis by jurisdiction within our Consolidated Balance Sheets. We report these timing differences based on statutory tax rates applicable to the scheduled timing difference reversal periods.
We assess the likelihood that we will recover our deferred tax assets from future taxable income. We establish a valuation allowance if we believe that it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. Any change in the valuation allowance would impact our income tax provision and net income in the period in which such a determination is made. We consider all available evidence to determine whether, based on the weight of the evidence, we need a valuation allowance. Evidence used includes information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance, the reversal of deferred tax liabilities and tax planning strategies.
Dividends
Preferred and common dividends declared are recorded as a reduction of retained earnings to the extent that retained earnings was available at the close of the prior quarter, with any excess recorded as a reduction of additional paid-in capital.
Comprehensive Income
Comprehensive income includes net income and other comprehensive income (“OCI”), which includes changes in the fair value of derivative instruments that are designated as cash flow hedges.
Revenue Recognition
Our operating revenues are primarily derived from the following activities:
sales of natural gas, NGLs, condensate and crude oil;
services related to compressing, gathering, treating, and processing of natural gas; and
services related to NGL fractionation, terminaling and storage, transportation and treating.
We have multiple types of contracts with commercial counterparties and many of these contracts contain embedded fees with settlement provisions that deduct these fees from the sales price paid by Targa in exchange for commodities. The commercial relationship of the counterparty in such contracts is inherently one of a supplier, rather than a customer, and therefore, such contracts are excluded from the provisions of the revenue recognition guidance in Topic 606, Revenue from Contracts with Customers. Any cash inflows or fees that are realized on these supply type contracts are reported as a reduction of Product purchases and fuel.
Our revenues, therefore, are measured based on consideration specified in a contract with parties designated as customers. We recognize revenue when we satisfy a performance obligation by transferring control over a commodity or service to a customer. Sales and other taxes we collect, that are both imposed on and concurrent with revenue-producing activities, are excluded from revenues.
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We generally report sales revenues on a gross basis in our Consolidated Statements of Operations, as we typically act as the principal in the transactions where we receive and control commodities. However, buy-sell transactions that involve purchases and sales of inventory with the same counterparty, which are legally contingent or in contemplation of one another, as well as other instances where we do not control the commodities, but rather are acting as an agent to the supplier, are reported as a single revenue transaction on a combined net basis.
Our commodity sales contracts typically contain multiple performance obligations, whereby each distinct unit of commodity to be transferred to the customer is a separate performance obligation. Under such contracts, revenue is recognized at the point in time each unit is transferred to the customer because the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the commodity at that time. In certain instances, it may be determinable that the customer receives and consumes the benefits of each unit as it is transferred. Under such contracts, we have a single performance obligation comprised of a series of distinct units of commodity; and in such instance, revenue is recognized over time using the units delivered output method, as each distinct unit is transferred to the customer. Our commodity sales contracts are typically priced at a market index, but may also be set at a fixed price. When our sales are priced at a market index, we apply the allocation exception for variable consideration and allocate the market price to each distinct unit when it is transferred to the customer. The fixed price in our commodity sales contracts generally represents the standalone selling price, and therefore, when each distinct unit is transferred to the customer, we recognize revenue at the fixed price.
Our service contracts typically contain a single performance obligation. The underlying activities performed by us are considered inputs to an integrated service and not separable because such activities in combination are required to successfully transfer the single overall service that the customer has contracted for and expects to receive. Therefore, the underlying activities in such contracts are not considered to be distinct services. However, in certain instances, the customer may contract for additional distinct services and therefore additional performance obligations may exist. In such instances, the transaction price is allocated to the multiple performance obligations based on their relative standalone selling prices. The performance obligation(s) in our service contracts is a series of distinct days of the applicable service over the life of the contract (fundamentally a stand-ready service), whereby we recognize revenue over time using an output method of progress based on the passage of time (i.e., each day of service). This output method is appropriate because it directly relates to the value of service transferred to the customer to date, relative to the remaining days of service promised under the contract.
The transaction price for our service contracts is typically comprised of variable consideration, which is primarily dependent on the volume and composition of the commodities delivered and serviced. The variable consideration is generally commensurate with our efforts to perform the service and the terms of the variable payments relate specifically to our efforts to satisfy each day of distinct service. Therefore, the variable consideration is typically not estimated at contract inception, but rather the allocation exception for variable consideration is applied, whereby the variable consideration is allocated to each day of service and recognized as revenue when each day of service is provided. When we are entitled to noncash consideration in the form of commodities, the variability related to the form of consideration (market price) and reasons other than form (volume and composition) are interrelated to the service, and therefore, we measure the noncash consideration at the point in time when the volume, mix and market price related to the commodities retained in-kind are known. This results in the recognition of revenue based on the market price of the commodity when the service is performed. In addition, if the transaction price includes a fixed component (i.e., a fixed capacity reservation fee), the fixed component is recognized ratably on a straight-line basis over the contract term, as each day of service has elapsed, which is consistent with the output method of progress selected for the performance obligation.
Our customers are typically billed on a monthly basis, or earlier, if final delivery and sale of commodities is made prior to month-end, and payment is typically due within 10 to 30 days. As a practical matter, we define the unit of account for revenue recognition purposes based on the passage of time ranging from one month to one quarter, rather than each day. This is because the financial reporting outcome is the same regardless of whether each day or month/quarter is treated as the distinct service in the series. That is, at the end of each month or quarter, the variability associated with the amount of consideration for which we are entitled to, is resolved, and can be included in that month or quarter’s revenue.
We have certain long-term contractual arrangements under which we have received consideration, but for which all conditions for revenue recognition have not been met. These arrangements result in deferred revenue, which will be recognized over the periods that performance will be provided.
We have certain contracts that contain provisions in which customers provide contributions in aid of construction in exchange for Targa constructing assets to fulfill the services in the contract. In general, these arrangements result in deferred revenue, which will be recognized over the contract term.
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Contract Assets
We classify our contract assets as receivables because we generally have an unconditional right to payment for the commodities sold or services performed at the end of the reporting period.
We enter into various contractual arrangements that result in the transfer of assets for no upfront compensation or cash payments, resulting in more favorable long-term contractual terms. The fair value of the assets transferred is reflected as long-term contract assets. These deferred amounts are amortized over the term of the related contract into the appropriate revenue or cost of sales accounts.
Share-Based Compensation
We award share-based compensation to employees and non-employee directors in the form of restricted stock, restricted stock units and performance share units. Compensation expense on our equity-classified awards is recorded at grant-date fair value. Compensation expense is recognized in general and administrative expense over the requisite service period of each award, and forfeitures are recognized as they occur. We may purchase a portion of the shares issued to satisfy employees’ tax withholding obligations on vested awards. These shares are recorded in treasury stock, at cost, and cash paid is classified as a financing activity in our Consolidated Statements of Cash Flows. All excess tax benefits and tax deficiencies related to share-based compensation are recognized as income tax benefit or expense in our Consolidated Statements of Operations, with the tax effects of exercised or vested awards treated as discrete items in the reporting period which they occur. Excess tax benefits are classified as an operating activity.
Earnings per Share
We calculate basic earnings (loss) per common share (“EPS”) using the two-class method, which is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Our participating securities consist of unvested restricted stock units that vest no later than three years following grant date as well as certain four-year retention awards that participate in nonforfeitable dividends with the common equity owners.
EPS is net income (loss) attributable to common shareholders less earnings allocated to participating securities divided by the sum of the weighted-average number of common shares outstanding. Earnings are allocated to common stock and participating securities based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings to the extent that each security participates in earnings. Diluted EPS includes any dilutive effect of preferred stock, unvested restricted stock, restricted stock units and performance share units. The dilutive effect is calculated through the application of (i) the if-converted method for convertible preferred stock, (ii) the treasury stock method for unvested stock awards and (iii) two-class method. During a period of net loss or negative undistributed earnings, the two-class method is not applicable.
Leases
We recognize the following for all leases (with the exception of short-term leases) at the commencement date:
A lease liability, which is a lessee’s obligation to make lease payments arising from a lease.
A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
We determine if an arrangement is or contains a lease at inception. Leases with an initial term of twelve months or less are considered short-term leases, which are excluded from the balance sheet. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of future lease payments over the lease term. The right-of-use asset also includes any lease prepayments and excludes lease incentives. As most of the Company’s leases do not provide an implicit interest rate, we use our incremental borrowing rate as the discount rate to compute the present value of our lease liability. The discount rate applied is determined based on information available on the date of adoption for all leases existing as of that date, and on the date of lease commencement for all subsequent leases.
Our lease arrangements may include variable lease payments based on an index or market rate, or may be based on performance. For variable lease payments based on an index or market rate, we estimate and apply a rate based on information available at the commencement date. Variable lease payments based on performance are excluded from the calculation of the right-of-use asset and lease liability, and are recognized in our Consolidated Statements of Operations when the contingency underlying such variable lease payments is resolved. Our lease terms may include options to extend or terminate the lease. Such options are included in the measurement of our right-of-use asset and liability, provided we determine that we are reasonably certain to exercise the option.
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Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
Supplier Finance Programs
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). Amendments in this update require annual and interim disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments do not affect the recognition, measurement or financial statement presentation of the supplier finance program obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the rollforward requirements, which are effective for fiscal years beginning after December 15, 2023. We maintain a supply chain finance program that allows participating suppliers to request early payment from a third-party financial institution of invoices that we confirm as valid. Under this program, we make payments in full to the third-party financial institution for the prior month’s outstanding balance within 15 days. The outstanding balance at the end of each reporting period is included in Accounts payable on our Consolidated Balance Sheets. We adopted the amendments on January 1, 2023, with no material impact on our consolidated financial statements.
Recently issued accounting pronouncements not yet adopted
Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update require, among other items, that public entities disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. Additionally, the amendments require annual disclosure of the title and position of the CODM and how that individual uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources.
These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The disclosures required in the amendments apply retrospectively to all prior periods presented in the financial statements. We are evaluating the effect of the amendments on our consolidated financial statements and expect to disclose the required information for fiscal years beginning in the Annual Report on Form 10-K for the year ended December 31, 2024 and for interim periods beginning in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require, among other items, that public entities disclose, on an annual and interim basis, (i) specific categories of income taxes in the rate reconciliation, and (ii) a disaggregation of income taxes paid by federal, state, and foreign taxes.
These amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. We are evaluating the effect of the amendments on our consolidated financial statements and expect to disclose the required information beginning in the Annual Report on Form 10-K for the year ended December 31, 2025.
Note 4 – Acquisitions and Divestitures
Delaware Basin Acquisition
In July 2022, we completed the acquisition of all of the interests in Lucid Energy Delaware, LLC (“Lucid”) from Riverstone Holdings LLC and Goldman Sachs Asset Management for approximately $3.5 billion in cash (the “Delaware Basin Acquisition”), subject to customary closing adjustments. We received a final net working capital adjustment payment of approximately $11.4 million in the fourth quarter of 2022. We funded the acquisition with (i) $1.5 billion in proceeds drawn under our Term Loan Agreement with Mizuho Bank, Ltd. (“Mizuho”) as the Administrative Agent and a lender, and other lenders party thereto (the “Term Loan Facility”), (ii) $750.0 million in aggregate principal amount of our 5.200% Senior Notes due 2027 (the “5.200% Notes”) and $500.0 million in aggregate principal amount of our 6.250% Senior Notes due 2052 (the “6.250% Notes”) pursuant to an underwritten public offering that closed in July 2022 and (iii) $800.0 million drawn on our $2.75 billion TRGP revolving credit facility (the “TRGP Revolver”). We recorded $16.9 million
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of debt issuance costs related to the Term Loan Facility, the 5.200% Notes and the 6.250% Notes in our Consolidated Balance Sheets. See Note 8 – Debt Obligations for further details on our financing activities.
The assets acquired in the Delaware Basin Acquisition provide natural gas gathering, treating, and processing services in the Delaware Basin, through owning and operating approximately 1,050 miles of natural gas pipelines and approximately 1.4 billion cubic feet per day (“Bcf/d”) of cryogenic natural gas processing capacity primarily in Eddy and Lea counties of New Mexico. The Delaware Basin Acquisition assets increased our footprint in the Delaware Basin and are integrated into our Permian Delaware operations.
The Delaware Basin Acquisition was accounted for under the acquisition method in accordance with ASC 805, Business Combinations, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. The valuation of the acquired assets and liabilities was prepared using fair value methods and assumptions, including projections of future production volumes, commodity prices, and other cash flows, market-participant assumptions (e.g., discount rate and exit multiple), expectations regarding customer contracts and relationships, tangible asset replacement costs, and other management estimates. The fair value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and therefore represent Level 3 inputs, as defined in Note 15 – Fair Value Measurements. These inputs require judgments and estimates at the time of valuation.
The following table summarizes the purchase price allocation based on the final fair values assigned to assets acquired and liabilities assumed (in millions):
| Cash and cash equivalents | $ | 9.9 | |
| Trade receivables, net of allowances (1) | 211.0 | ||
| Other current assets | 3.5 | ||
| Property, plant and equipment, net | 1,669.0 | ||
| Intangible assets, net | 1,882.0 | ||
| Other long-term assets | 57.3 | ||
| Current liabilities | (236.7 | ) | |
| Other long-term liabilities | (100.7 | ) | |
| Purchase price | $ | 3,495.3 |
(1)
The fair value of the assets acquired included trade receivables of $211.0 million. The gross amount due under contract was $213.4 million, of which $2.4 million was expected to be uncollectible. Trade receivables, net of allowances, excluded $18.5 million that was due from Targa. We reflected this settlement of a preexisting relationship as a reduction of the purchase price in accordance with ASC 805.
The value of property, plant and equipment is determined using the cost approach and is primarily comprised of Gathering and Processing assets that will be depreciated on a straight-line basis over an estimated weighted-average useful life of 20 years. The associated useful lives of property, plant and equipment were based on the period over which the assets are expected to contribute directly or indirectly to our future cash flows.
The value of intangible assets is comprised of customer relationships, which represent estimated value of long-term contracts with customers that will be amortized in a manner that closely resembles the expected benefit pattern of the intangible assets over an estimated useful life of 14 years. The associated useful lives of intangible assets were based on the period over which the assets are expected to contribute directly or indirectly to our future cash flows. The fair value of customer relationships was determined at the date of acquisition based on the present value of estimated future cash flows using the multi-period excess earnings method. The significant assumptions used by management in determining the fair value of customer relationships intangible assets include future revenues, discount rate, and customer attrition rates.
The fair values of the tangible and intangible assets are Level 3 measurements in the fair value hierarchy. The fair value of the intangible assets was determined by applying a discounted cash flow approach, which utilized a discount rate of approximately 19% based on our estimate of the risk that a theoretical market participant would assign to the respective intangible assets, and customer attrition rates of approximately 5%.
F-20
The results of operations attributable to the assets and liabilities acquired in the Delaware Basin Acquisition have been included in our consolidated financial statements as part of our Permian Delaware operations in the Gathering and Processing segment since the date of the acquisition. Revenue and Net Income attributable to the assets acquired for the period August 1, 2022 through December 31, 2022 were $374.1 million and $7.9 million, respectively. As of December 31, 2022, we had incurred $14.4 million of acquisition-related costs.
Unaudited Pro Forma Financial Information
The following unaudited pro forma summary presents the consolidated results of operations for the years ended December 31, 2022 and 2021 as if the Delaware Basin Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of our results of operations that would have occurred had the transaction been consummated at the beginning of the period presented, nor is it necessarily indicative of future results.
| Year Ended December 31, | |||||||
| 2022 | 2021 | ||||||
| Revenues | $ | 21,268.9 | $ | 17,464.7 | |||
| Net income (loss) | 1,477.4 | 215.7 |
The summarized unaudited pro forma information has been calculated after applying our accounting policies and reflects adjustments for the following:
Reflects depreciation and amortization based on the fair values of property, plant and equipment and intangible assets, respectively. Property, plant and equipment are depreciated utilizing a straight-line approach. Intangible assets are amortized in a manner that closely resembles their expected benefit pattern;
Excludes $14.4 million of acquisition-related costs incurred as of December 31, 2022 from pro forma net income for the year ended December 31, 2022. Pro forma net income for the year ended December 31, 2021 was adjusted to include those costs;
Excludes the impact of operations previously sold by Lucid, prior to Targa’s acquisition of Lucid;
Excludes the impact of historical activity between Targa and Lucid, prior to Targa’s acquisition of Lucid;
Excludes general and administrative expense related to Lucid’s former parent company, which Targa did not acquire;
Excludes amortization of interest expense and debt issuance costs associated with Lucid’s debt, which was not assumed by Targa;
Includes interest expense and debt issuance cost amortization associated with Targa’s borrowings to finance the Delaware Basin Acquisition; and
Reflects the income tax effects of the above pro forma adjustments.
South Texas Acquisition
In April 2022, we completed the acquisition of Southcross Energy Operating LLC and its subsidiaries (“Southcross”) for a purchase price of $201.9 million (the “South Texas Acquisition”), subject to customary closing adjustments. We made a final net working capital adjustment payment of approximately $1.5 million in the fourth quarter of 2022. We acquired a portfolio of complementary midstream infrastructure assets and associated contracts that have been integrated into our SouthTX Gathering and Processing operations, including the remaining interests in the two joint ventures in South Texas that we previously held as investments in unconsolidated affiliates and that have been consolidated beginning in the second quarter of 2022. We accounted for the purchase as an asset acquisition and capitalized $1.8 million of acquisition-related costs and assumed liabilities of $1.8 million as components of the cost of assets acquired. We allocated $28.1 million to our purchase of Southcross’ interest in the two joint ventures for purposes of consolidation and $169.7 million, $3.9 million and $5.3 million of the residual cost to property, plant and equipment, current assets and liabilities, net and other non-current assets, respectively. See Note 7 – Investments in Unconsolidated Affiliates for further discussion on South Texas Acquisition.
Joint Ventures Acquisitions and Divestitures
In February 2018, we formed three development joint ventures (“DevCo JVs”) with investment vehicles affiliated with Stonepeak Infrastructure Partners (“Stonepeak”) to fund portions of Grand Prix NGL Pipeline (“Grand Prix”), Gulf Coast Express Pipeline (“GCX”) and a 110 MBbl/d fractionator in Mont Belvieu, Texas (“Train 6”). For a four-year period beginning on the date that all three projects commenced commercial operations, we had the option to acquire all or part of Stonepeak’s interests in the DevCo JVs (the “DevCo JV Call Right”). The purchase price payable for such partial or full interests was based on a predetermined fixed return or multiple on invested capital, including distributions received by Stonepeak from the DevCo JVs.
F-21
In January 2022, we exercised the DevCo JV Call Right and closed on the purchase of all of Stonepeak’s interests in the DevCo JVs for $926.3 million (the “DevCo JV Repurchase”). Following the DevCo JV Repurchase, we owned a 75% interest in the Permian to Mont Belvieu segment of Grand Prix through Grand Prix Pipeline LLC (the “Grand Prix Joint Venture”) (prior to the Grand Prix Transaction, as defined below), a 100% interest in Train 6 and a 25% equity interest in GCX (prior to the GCX Sale as defined below in February 2022). The changes in our ownership interests were accounted for as equity transactions representing the acquisitions of noncontrolling interests. The amount of the redemption price in excess of the carrying amount, net of tax was $53.2 million, which was accounted for as a premium on repurchase of noncontrolling interests, and resulted in a reduction to Net income (loss) attributable to common shareholders.
In May 2022, we completed the sale of Targa GCX Pipeline LLC, which held a 25% equity interest in GCX, to a third party for $857.0 million (the “GCX Sale”). As a result of the GCX Sale, we recognized a gain of $435.9 million in Gain (loss) from sale of equity method investment in our Consolidated Statements of Operations in 2022. See Note 7 – Investments in Unconsolidated Affiliates for further discussion on GCX Sale.
In January 2023, we completed the acquisition of Blackstone Energy Partners’ 25% interest in the Grand Prix Joint Venture (the “Grand Prix Transaction”) for aggregate consideration of $1.05 billion in cash and a final closing adjustment of $41.9 million. Following the closing of the Grand Prix Transaction, we own 100% of the interest in Grand Prix. The change in our ownership interests was accounted for as an equity transaction representing the acquisition of noncontrolling interests. The amount of the redemption price in excess of the carrying amount, net of tax, was $489.4 million, which was accounted for as a premium on repurchase of noncontrolling interests, and resulted in a reduction to Net income (loss) attributable to common shareholders.
In December 2023, we completed the acquisition of the remaining 50% membership interest in Carnero G&P LLC (“Carnero”) from our joint venture partner for cash consideration of $27.0 million (the “Carnero Acquisition”). The change in our ownership interests was accounted for as an equity transaction representing the acquisition of noncontrolling interests. The amount of the consideration in excess of the carrying amount, net of tax, was $20.1 million, which was accounted for as a premium on repurchase of noncontrolling interests, and resulted in a reduction to Net income (loss) attributable to common shareholders.
Note 5 — Property, Plant and E****quipment and Intangible Assets
Property, Plant and Equipment and Intangible Assets
| December 31, 2023 | December 31, 2022 | Estimated Useful Lives (In Years) | ||||||||
| Gathering systems | $ | 10,858.3 | $ | 10,403.1 | 5 to 20 | |||||
| Processing and fractionation facilities | 8,285.5 | 7,421.2 | 5 to 25 | |||||||
| Terminaling and storage facilities | 1,403.9 | 1,341.6 | 5 to 25 | |||||||
| Transportation assets | 3,294.0 | 2,919.3 | 10 to 50 | |||||||
| Other property, plant and equipment | 430.5 | 387.6 | 3 to 50 | |||||||
| Land | 185.0 | 163.3 | — | |||||||
| Construction in progress | 1,456.1 | 1,011.0 | — | |||||||
| Finance lease right-of-use assets | 351.9 | 266.1 | 5 to 14 | |||||||
| Property, plant and equipment | 26,265.2 | 23,913.2 | ||||||||
| Accumulated depreciation, amortization and impairment | (10,458.8 | ) | (9,698.6 | ) | ||||||
| Property, plant and equipment, net | $ | 15,806.4 | $ | 14,214.6 | ||||||
| Intangible assets | 4,378.0 | 4,379.7 | 10 to 20 | |||||||
| Accumulated amortization and impairment | (2,027.4 | ) | (1,645.1 | ) | ||||||
| Intangible assets, net | $ | 2,350.6 | $ | 2,734.6 |
For each of the years ended December 31, 2023, 2022 and 2021 depreciation expense was $945.6 million, $853.8 million and $739.6 million, respectively.
Intangible Assets
Intangible assets consist of customer contracts and customer relationships acquired in prior business combinations. The fair value of these acquired intangible assets were determined at the date of acquisition based on the present values of estimated future cash flows. Amortization expense attributable to these assets is recorded over the periods in which we benefit from services provided to customers.
For each of the years ended December 31, 2023, 2022 and 2021 amortization expense was $384.0 million, $242.2 million and $131.0 million, respectively.
F-22
The estimated annual amortization expense for intangible assets is approximately $373.2 million, $326.0 million, $279.8 million, $252.2 million and $234.0 million for each of the years 2024 through 2028. As of December 31, 2023, the weighted average amortization period for our intangible assets was approximately 11.4 years.
The changes in our intangible assets are as follows:
| December 31, 2023 | December 31, 2022 | |||||||
| Balance at beginning of period | $ | 2,734.6 | $ | 1,094.8 | ||||
| Additions from Delaware Basin Acquisition | — | 1,882.0 | ||||||
| Amortization | (384.0 | ) | (242.2 | ) | ||||
| Balance at end of period | $ | 2,350.6 | $ | 2,734.6 |
Impairments of Long-Lived Assets
We review and evaluate our long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate that the related carrying amount of such assets may not be recoverable, including changes to our estimates that could have an impact on our assessment of asset recoverability.
2021
In the fourth quarter of 2021, we recorded a non-cash pre-tax impairment charge of $452.3 million, comprised of $295.7 million for the impairment of certain gas processing facilities and gathering systems, and $156.6 million related to the impairment of intangible customer relationships associated with our Central operations in the Gathering and Processing segment. The impairment was a result of our assessment that forecasted undiscounted future net cash flows from operations, while positive, will not be sufficient to recover the existing total net book value of the underlying assets. Underlying our assessment were lower expectations regarding volumes and rates associated with the renewal of future expiring contracts and negotiation of new contracts in the South Texas region.
For the 2021 impairment assessment discussed above, we determined fair value through the use of discounted estimated cash flows to measure the impairment loss for each asset group for which undiscounted future net cash flows were not sufficient to recover the net book value.
The estimated cash flows used to assess recoverability of our long-lived assets and measure fair value of our asset groups are derived from current business plans, which are developed using near-term price and volume projections reflective of the current environment and management’s projections for long-term average prices and volumes. In addition to near and long-term price assumptions, other key assumptions include volume projections, operating costs, timing of incurring such costs, and the use of an appropriate terminal value and discount rate. We believe our estimates and models used to determine fair value are similar to what a market participant would use.
The fair value measurement of our long-lived assets was based, in part, on significant inputs not observable in the market (as discussed above) and thus represents a Level 3 measurement. The significant unobservable inputs used include discount rates and determination of terminal values. We utilized a weighted average discount rate of 9.5% when deriving the fair value of the asset groups impaired during 2021. The weighted average discount rate and terminal values reflect management’s best estimate of inputs a market participant would utilize. The carrying value adjustments are included in Impairment of long-lived assets in our Consolidated Statements of Operations.
We may identify additional triggering events in the future, which will require additional evaluations of the recoverability of the carrying value of our long-lived assets and may result in future impairments.
Note 6 – Goodwill
As of December 31, 2023, we had $45.2 million of goodwill included in Other long-term assets on the Consolidated Balance Sheets related to the March 2017 acquisition of gas gathering and processing and crude oil gathering assets in the Permian Basin.
| December 31, 2023 | December 31, 2022 | |||||||
| Permian Midland | $ | 23.2 | $ | 23.2 | ||||
| Permian Delaware | 22.0 | 22.0 | ||||||
| Goodwill | $ | 45.2 | $ | 45.2 |
F-23
The future cash flows and resulting fair values of these reporting units are sensitive to changes in crude oil, natural gas and NGL prices. The direct and indirect effects of significant declines in commodity prices from the date of acquisition would likely cause the fair values of these reporting units to fall below their carrying values, and could result in an impairment of goodwill.
As described in Note 3 – Significant Accounting Policies, we evaluate goodwill for impairment at least annually on November 30, or more frequently if we believe necessary based on events or changes in circumstances. For our 2023, 2022 and 2021 annual evaluations, we performed a qualitative assessment, which indicated that it is not more likely than not that the fair values of the Permian Midland and Permian Delaware reporting units were less than their carrying amounts, and therefore, a quantitative goodwill impairment test was not necessary. Our qualitative assessment considered, among other things, the overall financial performance and future outlook of the Permian Midland and Permian Delaware reporting units, industry and market considerations, and other relevant entity-specific events.
The fair value measurements utilized for the evaluation of goodwill for impairment are based on inputs that are not observable in the market and therefore represent Level 3 inputs, as defined in Note 15 – Fair Value Measurements. These inputs require significant judgments and estimates at the time of valuation.
Note 7 – Investments in Unconsolidated Affiliates
Our investments in unconsolidated affiliates consist of the following:
Gathering and Processing Segment
50% operated ownership interest in Little Missouri 4.
Logistics and Transportation Segment
38.8% operated ownership interest in GCF; and
50% operated ownership interest in Cayenne.
The terms of these joint venture agreements do not afford us the degree of control required for consolidating them in our consolidated financial statements, but do afford us the significant influence required to employ the equity method of accounting.
In April 2022, we completed the South Texas Acquisition. Prior to closing the South Texas Acquisition, we had two operated joint ventures in South Texas: a 75% interest in T2 LaSalle Gathering Company L.L.C. (“T2 LaSalle”) and a 50% interest in T2 Eagle Ford Gathering Company L.L.C. (“T2 Eagle Ford” and, together with T2 LaSalle, the “T2 Joint Ventures”). Following the closing of the South Texas Acquisition, we own 100% of the interest in the T2 Joint Ventures.
In May 2022, we completed the GCX Sale. Prior to the GCX Sale, we owned a 25% non-operated ownership interest in GCX. Following the announcement of the GCX Sale in February 2022, we ceased recognizing equity earnings (loss) due to the terms of the sales agreement. As a result of the GCX Sale, we recognized a gain of $435.9 million in Gain (loss) from sale of equity method investment in our Consolidated Statements of Operations in 2022.
F-24
The following table shows the activity related to our investments in unconsolidated affiliates:
| Balance at December 31, 2020 | Equity Earnings (Loss) | Cash Distributions | Disposition/ Consolidation | Contributions | Balance at December 31, 2021 | |||||||||||||||||||
| GCX | $ | 435.2 | $ | 63.4 | $ | (78.1 | ) | $ | — | $ | 0.5 | $ | 421.0 | |||||||||||
| Little Missouri 4 | 104.7 | 10.9 | (17.5 | ) | — | — | 98.1 | |||||||||||||||||
| T2 Eagle Ford | 79.8 | (57.0 | ) | (1.0 | ) | — | 0.1 | 21.9 | ||||||||||||||||
| T2 LaSalle | 39.6 | (35.0 | ) | (0.4 | ) | — | — | 4.2 | ||||||||||||||||
| GCF (1) | 38.5 | (8.6 | ) | (1.1 | ) | — | — | 28.8 | ||||||||||||||||
| Cayenne | 16.2 | 2.4 | (6.1 | ) | — | — | 12.5 | |||||||||||||||||
| Total | $ | 714.0 | $ | (23.9 | ) | $ | (104.2 | ) | $ | — | $ | 0.6 | $ | 586.5 | ||||||||||
| Balance at December 31, 2021 | Equity Earnings (Loss) | Cash Distributions | Disposition/ Consolidation | Contributions | Balance at December 31, 2022 | |||||||||||||||||||
| GCX | $ | 421.0 | $ | 5.7 | $ | (14.3 | ) | $ | (412.4 | ) | $ | — | $ | — | ||||||||||
| Little Missouri 4 | 98.1 | 5.5 | (12.9 | ) | — | — | 90.7 | |||||||||||||||||
| GCF (1) | 28.8 | (3.2 | ) | — | — | 1.5 | 27.1 | |||||||||||||||||
| T2 Eagle Ford (2) | 21.9 | (0.6 | ) | (0.8 | ) | (20.5 | ) | — | — | |||||||||||||||
| T2 LaSalle (2) | 4.2 | (0.3 | ) | — | (3.9 | ) | — | — | ||||||||||||||||
| Cayenne | 12.5 | 2.0 | (1.0 | ) | — | — | 13.5 | |||||||||||||||||
| Total | $ | 586.5 | $ | 9.1 | $ | (29.0 | ) | $ | (436.8 | ) | $ | 1.5 | $ | 131.3 | ||||||||||
| Balance at December 31, 2022 | Equity Earnings (Loss) | Cash Distributions | Disposition/ Consolidation | Contributions | Balance at December 31, 2023 | |||||||||||||||||||
| Little Missouri 4 | $ | 90.7 | $ | 7.7 | $ | (11.3 | ) | $ | — | $ | — | $ | 87.1 | |||||||||||
| GCF (1) | 27.1 | (4.1 | ) | (2.0 | ) | — | 24.6 | 45.6 | ||||||||||||||||
| Cayenne | 13.5 | 5.4 | (5.3 | ) | — | — | 13.6 | |||||||||||||||||
| Total | $ | 131.3 | $ | 9.0 | $ | (18.6 | ) | $ | — | $ | 24.6 | $ | 146.3 |
(1)
In January 2021, the GCF facility was temporarily idled and Targa assumed operatorship in the first half of 2021. In January 2023, we reached an agreement with our partners to reactivate the GCF facility. The facility is expected to be operational in the second quarter of 2024.
(2)
Following the closing of the South Texas Acquisition in April 2022, the T2 Joint Ventures are 100% owned and consolidated by Targa.
Our equity loss for the year ended December 31, 2021 included the effect of impairments in the carrying values of our investments in the T2 Joint Ventures. As a result of the decrease in current and expected future utilization of the underlying assets, we determined that factors indicated that a decrease in the value of our investments occurred that was other than temporary. As a result of the evaluation, we recorded non-cash pre-tax impairment losses of $47.3 million and $29.9 million on our investments in T2 Eagle Ford and T2 LaSalle, respectively, in the fourth quarter of 2021. The impairment losses represented our proportionate share of impairment charges recorded by the joint ventures, as well as impairments of the unamortized excess fair values resulting from the purchase accounting related to the mergers with Atlas Energy L.P. and Atlas Pipeline Partners L.P. in 2015.
F-25
Note 8 — De****bt Obligations
| December 31, 2023 | December 31, 2022 | |||||||
| Current: | ||||||||
| Partnership accounts receivable securitization facility, due August 2024 (1) | $ | 575.0 | $ | 800.0 | ||||
| Finance lease liabilities | 45.7 | 34.3 | ||||||
| Current debt obligations | 620.7 | 834.3 | ||||||
| Long-term: | ||||||||
| Term loan facility, variable rate, due July 2025 | 500.0 | 1,500.0 | ||||||
| TRGP senior revolving credit facility, variable rate, due February 2027 (2) | 175.0 | 1,298.7 | ||||||
| Senior unsecured notes issued by TRGP: | ||||||||
| 5.200% fixed rate, due July 2027 | 750.0 | 750.0 | ||||||
| 6.150% fixed rate, due March 2029 | 1,000.0 | — | ||||||
| 4.200% fixed rate, due February 2033 | 750.0 | 750.0 | ||||||
| 6.125% fixed rate, due March 2033 | 900.0 | — | ||||||
| 6.500% fixed rate, due March 2034 | 1,000.0 | — | ||||||
| 4.950% fixed rate, due April 2052 | 750.0 | 750.0 | ||||||
| 6.250% fixed rate, due July 2052 | 500.0 | 500.0 | ||||||
| 6.500% fixed rate, due February 2053 | 850.0 | — | ||||||
| Unamortized discount | (29.5 | ) | (8.4 | ) | ||||
| Senior unsecured notes issued by the Partnership: (3) | ||||||||
| 6.500% fixed rate, due July 2027 | 705.2 | 705.2 | ||||||
| 5.000% fixed rate, due January 2028 | 700.3 | 700.3 | ||||||
| 6.875% fixed rate, due January 2029 | 679.3 | 679.3 | ||||||
| 5.500% fixed rate, due March 2030 | 949.6 | 949.6 | ||||||
| 4.875% fixed rate, due February 2031 | 1,000.0 | 1,000.0 | ||||||
| 4.000% fixed rate, due January 2032 | 1,000.0 | 1,000.0 | ||||||
| 12,179.9 | 10,574.7 | |||||||
| Debt issuance costs, net of amortization | (90.8 | ) | (65.6 | ) | ||||
| Finance lease liabilities | 244.1 | 193.0 | ||||||
| Long-term debt | 12,333.2 | 10,702.1 | ||||||
| Total debt obligations | $ | 12,953.9 | $ | 11,536.4 | ||||
| Irrevocable standby letters of credit: (2) | ||||||||
| Letters of credit outstanding under the TRGP senior revolving credit facility | $ | 22.3 | $ | 33.2 |
(1)
As of December 31, 2023, the Partnership had $575.0 million of qualifying receivables under its $600.0 million accounts receivable securitization facility (the “Securitization Facility”), resulting in $25.0 million of availability.
(2)
We maintain an unsecured commercial paper note program (the “Commercial Paper Program”), the borrowings of which are supported through maintaining a minimum available borrowing capacity under the TRGP Revolver equal to the aggregate amount outstanding under the Commercial Paper Program. As of December 31, 2023, the TRGP Revolver had no borrowings outstanding and the Commercial Paper Program had $175.0 million borrowings outstanding, resulting in approximately $2.6 billion of available liquidity, after accounting for outstanding letters of credit.
(3)
As of February 2022, we guarantee all of the Partnership’s outstanding senior unsecured notes.
The following table shows the range of interest rates and weighted average interest rate incurred on our variable-rate debt obligations during the year ended December 31, 2023:
| Range of Interest Rates Incurred | Weighted Average Interest Rate Incurred | |||
| TRGP Revolver and Commercial Paper Program | 5.2% - 6.2% | 5.9% | ||
| Securitization Facility | 5.2% - 6.3% | 5.8% | ||
| Term Loan Facility | 5.8% - 6.8% | 6.5% |
Compliance with Debt Covenants
As of December 31, 2023, we were in compliance with the covenants contained in our various debt agreements.
In February 2022, we and certain of our subsidiaries entered into a parent guarantee whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of all of the obligations of the Partnership and Targa Resources Partners Finance Corporation (together with the Partnership, the “Partnership Issuers”) under the respective indentures governing the Partnership Issuers’ senior unsecured notes.
Debt Obligations
Partnership’s Accounts Receivable Securitization Facility
In August 2023, the Partnership amended the Securitization Facility to decrease the size of the Securitization Facility from $800.0 million to $600.0 million and to extend the termination date of the Securitization Facility to August 29, 2024.
F-26
The Securitization Facility provides up to $600.0 million of borrowing capacity at SOFR rates plus a margin through August 29, 2024. Under the Securitization Facility, certain Partnership subsidiaries sell or contribute certain qualifying receivables, without recourse, to another of its consolidated subsidiaries (Targa Receivables LLC or “TRLLC”), a special purpose consolidated subsidiary created for the sole purpose of the Securitization Facility. TRLLC, in turn, sells an undivided percentage ownership in the eligible receivables to third-party financial institutions. Sold or contributed receivables up to the amount of the outstanding debt under the Securitization Facility are not available to satisfy the claims of the creditors of the selling or contributing subsidiaries or the Partnership. Any excess receivables are eligible to satisfy the claims.
TRGP Credit Agreement
In February 2022, the Company entered into the TRGP Revolver with Bank of America, N.A., as the Administrative Agent, Collateral Agent and Swing Line Lender, and the other lenders party thereto. The TRGP Revolver provides for a revolving credit facility in an initial aggregate principal amount up to $2.75 billion (with an option to increase such maximum aggregate principal amount by up to $500.0 million in the future, subject to the terms of the TRGP Revolver) and a swing line sub-facility of up to $100.0 million. The TRGP Revolver matures on February 17, 2027.
In February 2022, TRGP and the Partnership received a corporate investment grade credit rating from Standard & Poor’s Financial Services LLC (“S&P”) and Fitch Ratings Inc., and in March 2022, the Partnership received a corporate investment grade credit rating from Moody’s Investors Service, Inc. (“Moody’s”). As a result, in accordance with the TRGP Revolver, the collateral under the TRGP Revolver was released from the liens securing our obligations thereunder.
The revolving credit facility bears interest at the Company’s option at: (a) the Base Rate, which is the highest of Bank of America’s prime rate, the federal funds rate plus 0.5% and the Term SOFR (as such term is defined in the TRGP Revolver) rate plus 1.0% (subject in each case to a floor of 0.0%), plus an applicable margin ranging from 0.125% to 0.75%, dependent on the Company’s non-credit-enhanced senior unsecured long-term debt ratings (or, if no such debt is outstanding at such time, then the corporate, issuer or similar rating with respect to the Company that has been most recently announced) (the “Debt Rating”), or (b) Term SOFR (which includes, for Term SOFR loans, a SOFR adjustment of plus 0.10%) plus an applicable margin ranging from 1.125% to 1.75%, dependent on the Company’s Debt Rating.
The Company is required to pay a commitment fee equal to an applicable rate ranging from 0.125% to 0.35% (dependent on the Company’s Debt Rating), in each case times the actual daily unused portion of the revolving credit facility.
The obligations under the TRGP Revolver are guaranteed by substantially all material wholly-owned domestic subsidiaries of the Company, including by the Partnership.
The TRGP Revolver requires the Company to maintain a ratio of consolidated funded indebtedness to consolidated adjusted EBITDA (the “Consolidated Leverage Ratio”), determined as of the last day of each quarter for the four-fiscal quarter period ending on the date of determination, of no more than 5.50 to 1.00.
The TRGP Revolver restricts the Company’s ability to make dividends to stockholders if an event of default (as defined in the TRGP Revolver) exists or would result from such distribution. In addition, the TRGP Revolver contains various covenants that may limit, among other things, the Company’s ability to incur indebtedness, grant liens, make investments, repay or amend the terms of certain other indebtedness, merge or consolidate, sell assets, and engage in transactions with affiliates.
Term Loan Facility
In July 2022, we entered into the Term Loan Facility. The Term Loan Facility provides for a three-year, $1.5 billion unsecured term loan facility and matures in July 2025. We used the proceeds from the Term Loan Facility to fund a portion of the Delaware Basin Acquisition.
The Term Loan Facility bears interest at the Company’s option at: (a) the Base Rate (as defined in the Term Loan Facility), which is the highest of the (i) federal funds rate plus 0.5%, (ii) Mizuho’s prime rate, and (iii) the Term SOFR (as defined in the Term Loan Facility) rate plus 1.0% (subject in each case to a floor of 0.0%), plus an applicable margin ranging from 0.125% to 0.75% dependent on the Company’s non-credit-enhanced senior unsecured long-term debt ratings (or, if no such debt is outstanding at such time, then the corporate, issuer or similar rating with respect to the Company that has been most recently announced) (the “Debt Rating”), or (b) Term SOFR plus 0.10% plus an applicable margin ranging from 1.125% to 1.75% dependent on the Debt Rating.
F-27
Our obligations under the Term Loan Facility are guaranteed by substantially all material wholly-owned domestic restricted subsidiaries of the Company, including the Partnership.
The Term Loan Facility requires the Company to maintain a Consolidated Leverage Ratio (as defined in the Term Loan Facility), determined as of the last day of each quarter for the four-fiscal-quarter-period ending on the date of determination, of no more than 5.50 to 1.00. For any four-fiscal-quarter-period during which a material acquisition or disposition occurs, the total leverage ratio will be determined on a pro forma basis as though such event had occurred as of the first day of such four-fiscal-quarter-period.
The Term Loan Facility limits the Company’s ability to make dividends to stockholders if an event of default (as defined in the Term Loan Facility) exists or would result from such distribution. In addition, the Term Loan Facility contains various covenants that may limit, among other things, the Company’s ability to incur subsidiary indebtedness, grant liens, make investments, merge or consolidate, and engage in transactions with affiliates.
Commercial Paper Program
In July 2022, we established the Commercial Paper Program. Under the terms of the Commercial Paper Program, we may issue, from time to time, unsecured commercial paper notes with varying maturities of less than one year. Amounts available under the Commercial Paper Program may be issued, repaid and re-issued from time to time, with the maximum aggregate face or principal amount outstanding at any one time not to exceed $2.75 billion. We maintain a minimum available borrowing capacity under the TRGP Revolver equal to the aggregate amount outstanding under the Commercial Paper Program as support. The Commercial Paper Program is guaranteed by each subsidiary that guarantees the TRGP Revolver. The commercial paper notes are presented in Long-term debt on our Consolidated Balance Sheets.
TRGP’s Senior Unsecured Notes
All issues of our senior unsecured notes (the “TRGP Notes”) rank pari passu with our existing and future senior indebtedness, including debt issued under the TRGP Revolver, the Commercial Paper Program and the Term Loan Facility, and rank senior in right of payment to any of our future subordinated indebtedness. The TRGP Notes are unconditionally guaranteed by certain of our subsidiaries that guarantee the TRGP Revolver. Each guarantee ranks equally in right of payment with all of such guarantor’s existing and future unsecured senior debt and other unsecured guarantees of senior debt. The notes and the guarantees are effectively junior to any secured indebtedness of ours or any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of our subsidiaries that do not guarantee the notes. Interest on all issues of TRGP Notes is payable semi-annually.
The indenture governing the TRGP Notes restricts (i) our ability and the ability of our subsidiaries to incur liens and (ii) TRGP’s ability to merge or consolidate with or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to another company. These covenants are subject to a number of important exceptions and qualifications.
We may redeem the TRGP Notes, in whole or in part, at any time prior to the applicable par call date at a redemption price equal to the principal amount plus an applicable make-whole premium, plus accrued and unpaid interest, to the redemption date, as specified in the indenture of each series. After the applicable par call date, the TRGP Notes may be redeemed at a price equal to par, plus accrued and unpaid interest to the redemption date, as specified in the indenture of each series.
In the future, we may redeem, purchase or exchange certain of our outstanding debt through redemption calls, cash purchases and/or exchanges for other debt, in open market purchases, privately negotiated transactions or otherwise. Such calls, repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Partnership’s Senior Unsecured Notes
All issues of the Partnership’s senior unsecured notes are pari passu with the Partnership’s existing and future senior indebtedness. They are senior in right of payment to any of the Partnership’s future subordinated indebtedness and are unconditionally guaranteed by the Partnership’s restricted subsidiaries. These notes are effectively subordinated to all secured indebtedness under the Securitization Facility, which is secured by accounts receivable pledged under the facility, to the extent of the value of the collateral securing that indebtedness. Interest on all issues of senior unsecured notes is payable semi-annually in arrears.
F-28
The Partnership’s senior unsecured notes and associated indenture agreements restrict, among other things, (i) the Partnership’s ability and the ability of certain of its subsidiaries to incur liens and (ii) the Partnership’s ability to merge or consolidate with or sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to another company. These covenants are subject to a number of important exceptions and qualifications.
The Partnership may redeem its senior unsecured notes, in whole or in part, at any time prior to their applicable maturity at a redemption price equal to the principal amount plus an applicable make-whole premium, plus accrued and unpaid interest and liquidation damages, if any, to the redemption date, as specified in the indenture of each series.
The Partnership may also redeem up to 35% of the aggregate principal amount of each series of its senior unsecured notes at the redemption dates and prices set forth in the indenture governing such series plus accrued and unpaid interest and liquidation damages, if any, to the redemption date with the net cash proceeds of one or more equity offerings, provided that: (i) at least 65% of the aggregate principal amount of each such notes (excluding notes held by the Partnership and its subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering.
In the future, we or the Partnership may redeem, purchase or exchange certain of our and the Partnership’s outstanding debt through redemption calls, cash purchases and/or exchanges for other debt, in open market purchases, privately negotiated transactions or otherwise. Such calls, repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Senior Unsecured Notes Issuances
In February 2021, the Partnership issued $1.0 billion aggregate principal amount of 4.000% Senior Notes due 2032 (the “February 2021 Offering”), resulting in net proceeds of approximately $991 million. The 4.000% Senior Notes due 2032 have substantially similar terms and covenants as the Partnership’s other series of senior notes. A portion of the net proceeds from the issuance was used to fund the concurrent cash tender offer (the “February Tender Offer”) and subsequent redemption for the Partnership’s 5.125% Senior Notes due 2025 (the “5.125% Notes”), with the remainder used for repayment of borrowings under the Partnership's senior secured revolving credit facility (the “Partnership Revolver”) and our previous TRGP senior secured revolving credit facility (the “Previous TRGP Revolver”). See “Debt Repurchases and Extinguishments” for further details of the February Tender Offer.
In April 2022, we completed an underwritten public offering of (i) $750.0 million aggregate principal amount of our 4.200% Senior Notes due 2033 (the “4.200% Notes”) and (ii) $750.0 million aggregate principal amount of our 4.950% Senior Notes due 2052 (the “4.950% Notes”), resulting in net proceeds of approximately $1.5 billion. The 4.200% Notes and the 4.950% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The 4.200% Notes and the 4.950% Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain First Supplemental Indenture, dated as of April 6, 2022, among us, such subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. A portion of the net proceeds from the issuance was used to fund the concurrent cash tender offer (the “March Tender Offer”) and the subsequent redemption of the Partnership’s 5.875% Senior Notes due April 2026 (the “5.875% Notes”), with the remainder of the net proceeds used for repayment of the outstanding borrowings under the TRGP Revolver. See “Debt Repurchases and Extinguishments” for further details of the March Tender Offer.
In July 2022, we completed an underwritten public offering of the 5.200% Notes and the 6.250% Notes, resulting in net proceeds of approximately $1.2 billion. The 5.200% Notes and the 6.250% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The 5.200% Notes and the 6.250% Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain Third Supplemental Indenture, dated as of July 7, 2022, among us, such subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. We used the net proceeds from the issuance to fund a portion of the Delaware Basin Acquisition.
In January 2023, we completed an underwritten public offering of (i) $900.0 million aggregate principal amount of our 6.125% Senior Notes due 2033 (the “6.125% Notes”) and (ii) $850.0 million aggregate principal amount of our 6.500% Senior Notes due 2053 (the “January 2023 6.500% Notes”), resulting in net proceeds of approximately $1.7 billion. The 6.125% Notes and the January 2023 6.500% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The 6.125% Notes and the January 2023 6.500% Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain Fifth Supplemental Indenture, dated as of January 9, 2023, among us, such subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. We used a portion of the net proceeds from the issuance to fund the Grand Prix Transaction and the remaining proceeds for general corporate purposes, including to reduce borrowings under the TRGP Revolver and the Commercial Paper Program.
F-29
In November 2023, we completed an underwritten public offering of (i) $1.0 billion aggregate principal amount of our 6.150% Senior Notes due 2029 (the “2023 6.150% Notes”) and (ii) $1.0 billion aggregate principal amount of our 6.500% Senior Notes due 2034 (the “November 2023 6.500% Notes”), resulting in net proceeds of approximately $2.0 billion. The 2023 6.150% Notes and the November 2023 6.500% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The 2023 6.150% Notes and the November 2023 6.500% Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain Seventh Supplemental Indenture, dated as of November 9, 2023, among us, such subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. We used a portion of the net proceeds to repay $1.0 billion in borrowings under the Term Loan Facility and the remaining net proceeds for general corporate purposes, including to repay borrowings under the Commercial Paper Program.
Debt Repurchases & Extinguishments
Concurrent with the February 2021 Offering, the Partnership commenced the February Tender Offer to redeem subject to certain terms and conditions, any and all of our outstanding 5.125% Notes. As a result of the February Tender Offer and the subsequent redemption of the 5.125% Notes, we recorded a loss due to debt extinguishment of $14.9 million comprised of $12.5 million of premiums paid and a write-off of $2.4 million of debt issuance costs.
Additionally, Targa Pipeline Partners LP (the “TPL”) redeemed all of the outstanding TPL 4.750% Senior Notes due 2021 and TPL 5.875% Senior Notes due 2023 (collectively, the “TPL Notes”) in February 2021 with available liquidity under the Partnership Revolver. As a result of the redemptions of the TPL Notes, we recorded a gain due to debt extinguishment of $0.2 million.
The Partnership redeemed all of the outstanding 4.250% Senior Notes due 2023 (the “4.250% Senior Notes”) in May 2021 with available liquidity under the Partnership Revolver. As a result of the redemption of the 4.250% Senior Notes, we recorded a loss due to debt extinguishment of $1.9 million.
In February 2022, in connection with entering into the TRGP Revolver, we terminated the Previous TRGP Revolver and Partnership Revolver. As a result of the termination of the Previous TRGP Revolver and the Partnership Revolver, we recorded a loss of $0.8 million due to a write-off of debt issuance costs.
The Partnership redeemed all of the outstanding 5.375% Senior Notes due 2027 (the “5.375% Notes”) in March 2022 with available liquidity under the TRGP Revolver. As a result of the redemption of the 5.375% Notes, we recorded a loss due to debt extinguishment of $15.0 million comprised of $12.6 million of premiums paid and a write-off of $2.4 million of debt issuance costs.
Concurrent with the 4.200% Notes and the 4.950% Notes offering, we commenced the March Tender Offer to redeem subject to certain terms and conditions, any and all of the Partnership’s outstanding 5.875% Notes. As a result of the March Tender Offer and the subsequent redemption of the 5.875% Notes, we recorded a loss due to debt extinguishment of $33.8 million comprised of $29.3 million of premiums paid and a write-off of $4.5 million of debt issuance costs.
In November 2023, in connection with the 2023 6.150% Notes and November 2023 6.500% Notes, we repaid borrowings under the Term Loan Facility and the Commercial Paper Program. As a result of the repayment of borrowings under the Term Loan Facility, we recorded a loss of $2.1 million due to a write-off of debt issuance costs.
The following table shows the contractually scheduled maturities of our debt obligations outstanding at December 31, 2023, for the next five years, and in total thereafter:
| Scheduled Maturities of Debt | ||||||||||||||||||||||||||||
| Total | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | ||||||||||||||||||||||
| TRGP Revolver and Commercial Paper Program | $ | 175.0 | $ | — | $ | — | $ | — | $ | 175.0 | $ | — | $ | — | ||||||||||||||
| TRGP Senior unsecured notes | 6,500.0 | — | — | — | 750.0 | — | 5,750.0 | |||||||||||||||||||||
| Term Loan Facility | 500.0 | — | 500.0 | — | — | — | — | |||||||||||||||||||||
| Partnership’s Senior unsecured notes | 5,034.4 | — | — | — | 705.2 | 700.3 | 3,628.9 | |||||||||||||||||||||
| Securitization Facility | 575.0 | 575.0 | — | — | — | — | — | |||||||||||||||||||||
| Total | $ | 12,784.4 | $ | 575.0 | $ | 500.0 | $ | — | $ | 1,630.2 | $ | 700.3 | $ | 9,378.9 |
F-30
Note 9 — Other Long-term Liabilities
Other long-term liabilities are comprised of the following obligations:
| December 31, 2023 | December 31, 2022 | |||||||
| Deferred revenue | $ | 248.8 | $ | 198.8 | ||||
| Asset retirement obligations | 103.0 | 97.9 | ||||||
| Operating lease liabilities | 56.5 | 28.6 | ||||||
| Other liabilities | 6.8 | 15.9 | ||||||
| Total other long-term liabilities | $ | 415.1 | $ | 341.2 |
Deferred Revenue
Deferred revenue as of December 31, 2023 and 2022 was $248.8 million and $198.8 million, respectively, which includes $129.0 million of payments received from Vitol Americas Corp. (“Vitol”) (formerly known as Noble Americas Corp.), a subsidiary of Vitol US Holding Co., in 2016, 2017, and 2018 as part of an agreement (the “Splitter Agreement”) related to the construction and operation of a crude oil and condensate splitter. In December 2018, Vitol elected to terminate the Splitter Agreement. The Splitter Agreement provides that the first three annual payments are ours if Vitol elects to terminate, which Vitol disputes. The timing of revenue recognition related to the Splitter Agreement deferred revenue is dependent on the outcome of current litigation with Vitol. See Note 18 - Contingencies for more information.
Deferred revenue includes nonmonetary consideration received in a 2015 amendment (the “gas contract amendment”) to a gas gathering and processing agreement. We measured the estimated fair value of the gathering assets transferred to us using significant other observable inputs representative of a Level 2 fair value measurement. In December 2017, we received monetary consideration to further amend the terms of the gas gathering and processing agreement. The deferred revenue related to these amendments is being recognized through the end of the agreement’s term in 2035.
Deferred revenue also includes contributions in aid of construction received from customers for which revenue is recognized over the expected contract term.
For the years ended December 31, 2023, 2022 and 2021, we recognized $17.4 million, $7.5 million and $3.9 million of revenue for these transactions, respectively.
The following table shows the components of deferred revenue:
| December 31, 2023 | December 31, 2022 | |||||||
| Splitter agreement | $ | 129.0 | $ | 129.0 | ||||
| Gas contract amendment | 29.8 | 32.3 | ||||||
| Contributions in aid of construction (1) | 86.4 | 31.7 | ||||||
| Other | 3.6 | 5.8 | ||||||
| Total deferred revenue | $ | 248.8 | $ | 198.8 |
(1)
Increase in contributions in aid of construction was due to additions of deferred revenue in West Texas and Badlands.
The following table shows the changes in deferred revenue:
| 2023 | 2022 | |||||||
| Balance at beginning of period | $ | 198.8 | $ | 171.8 | ||||
| Additions | 67.4 | 34.5 | ||||||
| Revenue recognized | (17.4 | ) | (7.5 | ) | ||||
| Balance at end of period | $ | 248.8 | $ | 198.8 |
Asset Retirement Obligations
Our ARO primarily relate to certain gas gathering pipelines and processing facilities and NGL pipelines. The changes in our ARO are as follows:
| 2023 | 2022 | |||||||
| Beginning of period | $ | 97.9 | $ | 72.1 | ||||
| Additions (1) | — | 20.2 | ||||||
| Accretion expense | 5.9 | 4.8 | ||||||
| Change in cash flow estimate | 4.9 | 0.8 | ||||||
| Retirements | (5.7 | ) | — | |||||
| End of period | $ | 103.0 | $ | 97.9 |
F-31
(1)
Amount reflects additions of ARO in 2022 related to the Delaware Basin Acquisition.
Note 10 – L****eases
We have non-cancellable operating leases primarily associated with our office facilities, compressors, rail assets, land, storage and terminal assets. We have finance leases primarily associated with our substations, compressors, tractors and vehicles. Our leases have remaining lease terms of 1 to 9 years, some of which include options to extend the lease term for up to 20 years.
The balances of right-of-use assets and liabilities of finance leases and operating leases, and their locations on our Consolidated Balance Sheets are as follows:
| December 31, | ||||||||||
| Balance Sheet Location | 2023 | 2022 | ||||||||
| Right-of-use assets | ||||||||||
| Operating leases, gross | Other long-term assets | $ | 101.1 | $ | 57.3 | |||||
| Finance leases, gross (1) | Property, plant and equipment | 351.9 | 266.1 | |||||||
| Lease liabilities | ||||||||||
| Current: | ||||||||||
| Operating leases | Accrued liabilities | $ | 21.8 | $ | 14.4 | |||||
| Finance leases (1) | Current debt obligations | 45.7 | 34.3 | |||||||
| Non-current: | ||||||||||
| Operating leases | Other long-term liabilities | $ | 56.5 | $ | 28.6 | |||||
| Finance leases (1) | Long-term debt | 244.1 | 193.0 |
(1)
The December 31, 2022 balance includes $171.2 million of assets and $167.0 million of liabilities related to compressor leases from the Delaware Basin Acquisition that were subsequently amended and extended.
Operating lease costs and short-term lease costs are included in Operating expenses or General and administrative expense in our Consolidated Statements of Operations, depending on the nature of the leases. Finance lease costs are included in Depreciation and amortization expense and Interest expense, net in our Consolidated Statements of Operations. The components of lease expense were as follows:
| Year Ended December 31, | ||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||
| Lease cost | ||||||||||||||
| Operating lease cost | $ | 18.3 | $ | 17.7 | $ | 12.2 | ||||||||
| Short-term lease cost | 56.7 | 35.0 | 20.4 | |||||||||||
| Variable lease cost | 26.0 | 17.9 | 5.7 | |||||||||||
| Finance lease cost | ||||||||||||||
| Amortization of right-of-use assets | 48.2 | 20.3 | 13.3 | |||||||||||
| Interest expense | 14.0 | 3.5 | 1.1 | |||||||||||
| Total lease cost | $ | 163.2 | $ | 94.4 | $ | 52.7 |
F-32
Other supplemental information related to our leases are as follows:
| Year Ended December 31, | ||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows for operating leases | $ | 21.4 | $ | 18.8 | $ | 14.1 | ||||||||
| Operating cash flows for finance leases | 13.9 | 2.7 | 1.0 | |||||||||||
| Financing cash flows for finance leases | 42.9 | 19.7 | 12.5 |
The weighted-average remaining lease terms for operating leases and finance leases are 5 years and 6 years, respectively. The weighted-average discount rates for operating leases and finance leases are 5.0% and 5.0%, respectively.
The following table presents the maturities of our lease liabilities under non-cancellable leases as of December 31, 2023:
| Operating Leases | Finance Leases | |||||||
| 2024 | $ | 25.5 | $ | 57.5 | ||||
| 2025 | 16.8 | 56.5 | ||||||
| 2026 | 11.2 | 55.0 | ||||||
| 2027 | 10.3 | 48.9 | ||||||
| 2028 | 10.1 | 41.4 | ||||||
| Thereafter | 14.4 | 72.8 | ||||||
| Total undiscounted cash flows | 88.3 | 332.1 | ||||||
| Less imputed interest | (10.0 | ) | (42.3 | ) | ||||
| Total lease liabilities | $ | 78.3 | $ | 289.8 |
Note 11 – P****referred Stock
Preferred Stock
Prior to the redemption in May 2022, our Series A Preferred had a liquidation value of $1,000 per share and bore a cumulative 9.5% fixed dividend payable quarterly 45 days after the end of each fiscal quarter. The Series A Preferred had no mandatory redemption date, but was redeemable at our election on or prior to March 16, 2022 for a 10% premium to the liquidation preference and for a 5% premium to the liquidation preference thereafter.
The Series A Preferred ranked senior to the common outstanding stock with respect to the payment of dividends and distributions in liquidation. The holders of Series A Preferred generally only had voting rights in certain circumstances, subject to certain exceptions, which included:
the issuance or the increase by the Company of any specific class or series of stock that was senior to the Series A Preferred,
the issuance or the increase by any of the Company’s consolidated subsidiaries of any specific class or series of securities,
changes to the Certificates of Incorporation or Designations of the Series A Preferred that would have materially and adversely affected the Preferred Stock holder,
the issuance of stock on parity with the Series A Preferred, subject to certain exceptions, if the Company had exceeded a stipulated fixed charge coverage ratio or an aggregate amount of net proceeds from all future issuances of Parity Stock, or would have used the proceeds of such issuance to pay dividends,
the incurrence of indebtedness, other than indebtedness that complies with a stipulated fixed charge coverage ratio or under the TRGP Revolver (or replacement commercial bank facilities) in an aggregate amount up to $2.75 billion.
The Series A Preferred did not qualify as a liability instrument because it was not mandatorily redeemable. However, as SEC Regulation S-X, Rule 5-02-27 does not permit a probability assessment for a change of control provision, our Series A Preferred must be presented as mezzanine equity between liabilities and shareholders’ equity on our Consolidated Balance Sheets because a change of control event, although not considered probable, could have forced the Company to redeem the Series A Preferred. A maximum of 44,260,953 common shares would have been issued upon conversion of the Series A Preferred.
F-33
Preferred Stock Redemption
In May 2022, we redeemed all of our issued and outstanding shares of Series A Preferred at a redemption price of $1,050.00 per share, plus $8.87 per share, which is the amount of accrued and unpaid dividends from April 1, 2022 up to, but not including, the redemption date of May 3, 2022. The difference between the consideration paid of $973.4 million (including unpaid dividends of $8.2 million) and the net carrying value of the shares redeemed was $223.7 million, of which $215.5 million was recorded as deemed dividends in our Consolidated Statements of Operations in the second quarter of 2022. Following the redemption, we have no Series A Preferred outstanding and all rights of the holders of shares of Series A Preferred were terminated.
Preferred Stock Dividends
During the year ended December 31, 2022, we paid $51.8 million of dividends to Series A Preferred Shareholders. During the year ended December 31, 2021 we paid $87.3 million of dividends at a rate of $23.75 per share each quarter to Series A Preferred shareholders attributable to accretion of the preferred discount resulting from the beneficial conversion feature accounting model. Such accretion was included in the book value of the Series A Preferred. After adoption of ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity in 2021, we no longer recognize such accretion.
Note 12 — C****ommon Stock and Related Matters
Public Offerings of Common Stock
On May 9, 2017, we entered into an equity distribution agreement under the May 2016 Shelf (the “May 2017 EDA”), pursuant to which we may sell through our sales agents, at our option, up to an aggregated amount of $750.0 million of our common stock (“2017 ATM Program”).
On September 20, 2018, we entered into an equity distribution agreement under the May 2016 Shelf (the “September 2018 EDA”), pursuant to which we may sell through our sales agents, at our option, up to an aggregated amount of $750.0 million of our common stock (“2018 ATM Program”).
In March 2022, we filed with the SEC a universal shelf registration statement on Form S-3 that registers the issuance and sale of certain debt and equity securities from time to time in one or more offerings (the “March 2022 Shelf”). The March 2022 Shelf will expire in March 2025.
During 2023, 2022 and 2021, no shares of common stock were issued under either the May 2017 EDA or the September 2018 EDA. As a result, we have $382.1 million and $750.0 million remaining under the May 2017 EDA and September 2018 EDA, respectively, as of December 31, 2023.
Common Share Repurchase Program
In October 2020, our Board of Directors approved a share repurchase program (the “2020 Share Repurchase Program”) for the repurchase of up to $500.0 million of our outstanding common stock. In May 2023, our Board of Directors approved a new share repurchase program (the “2023 Share Repurchase Program”) for the repurchase of up to $1.0 billion of our outstanding common stock. During the second quarter of 2023, we exhausted the 2020 Share Repurchase Program. As of December 31, 2023, there was $770.1 million remaining under the 2023 Share Repurchase Program. We are not obligated to repurchase any specific dollar amount or number of shares under the 2023 Share Repurchase Program and may discontinue the program at any time.
For the year ended December 31, 2023, we repurchased 4,870,559 shares of our common stock at a weighted average price per share of $76.72 for a total net cost of $373.7 million. For the year ended December 31, 2022, we repurchased 3,412,354 shares of our common stock at a weighted average price per share of $65.87 for a total net cost of $224.8 million. For the year ended December 31, 2021, we repurchased 756,478 shares of our common stock at a weighted average price per share of $52.81 for a total net cost of $40.0 million.
F-34
Common Stock Dividends
In April 2023, we declared an increase to our common dividend to $0.50 per common share or $2.00 per common share annualized effective for the first quarter of 2023.
The following table details the dividends declared and/or paid by us to common shareholders for the years ended December 31, 2023, 2022 and 2021:
| Three Months Ended | Date Paid or To Be Paid | Total Common Dividends Declared | Amount of Common Dividends Paid or To Be Paid | Dividends on Share-Based Awards | Dividends Declared per Share of Common Stock | |||||||||||||
| (In millions, except per share amounts) | ||||||||||||||||||
| 2023 | ||||||||||||||||||
| December 31, 2023 | February 15, 2024 | $ | 112.8 | $ | 111.6 | $ | 1.2 | $ | 0.50000 | |||||||||
| September 30, 2023 | November 15, 2023 | 113.0 | 111.5 | 1.5 | 0.50000 | |||||||||||||
| June 30, 2023 | August 15, 2023 | 113.6 | 111.8 | 1.8 | 0.50000 | |||||||||||||
| March 31, 2023 | May 15, 2023 | 114.7 | 113.0 | 1.7 | 0.50000 | |||||||||||||
| 2022 | ||||||||||||||||||
| December 31, 2022 | February 15, 2023 | $ | 80.5 | $ | 79.3 | $ | 1.2 | $ | 0.35000 | |||||||||
| September 30, 2022 | November 15, 2022 | 80.5 | 79.2 | 1.3 | 0.35000 | |||||||||||||
| June 30, 2022 | August 15, 2022 | 80.7 | 79.3 | 1.4 | 0.35000 | |||||||||||||
| March 31, 2022 | May 16, 2022 | 81.2 | 79.8 | 1.4 | 0.35000 | |||||||||||||
| 2021 | ||||||||||||||||||
| December 31, 2021 | February 15, 2022 | $ | 81.4 | $ | 80.1 | $ | 1.3 | $ | 0.35000 | |||||||||
| September 30, 2021 | November 15, 2021 | 23.3 | 22.9 | 0.4 | 0.10000 | |||||||||||||
| June 30, 2021 | August 16, 2021 | 23.3 | 22.9 | 0.4 | 0.10000 | |||||||||||||
| March 31, 2021 | May 14, 2021 | 23.3 | 22.9 | 0.4 | 0.10000 |
Note 13 — Ea****rnings per Common Share
In March 2023, the Compensation Committee amended the Restricted Stock Units Grant Agreements that govern the Restricted Stock Unit awards (“RSUs”) that vest no later than three years following the RSUs’ grant date. The amendment resulted in quarterly cash dividend payments to RSU holders beginning with the common stock dividend paid in May 2023. As the amended RSUs and certain four-year retention awards participate in nonforfeitable dividends with the common equity owners of the Company, they are considered participating securities.
We calculate earnings per share using the two-class method. Earnings are allocated to common stock and participating securities based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings to the extent that each security participates in earnings.
The following table sets forth a reconciliation of net income and weighted average shares outstanding used in computing basic and diluted net income per common share:
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| (In millions, except per share amounts) | ||||||||||||
| Net income (loss) attributable to Targa Resources Corp. | $ | 1,345.9 | $ | 1,195.5 | $ | 71.2 | ||||||
| Less: Premium on repurchase of noncontrolling interests, net of tax (1) | 510.1 | 53.2 | — | |||||||||
| Less: Dividends on Series A Preferred Stock (2) | — | 30.0 | 87.3 | |||||||||
| Less: Deemed dividends on Series A Preferred (3) | — | 215.5 | — | |||||||||
| Net income (loss) attributable to common shareholders | 835.8 | 896.8 | (16.1 | ) | ||||||||
| Less: Participating share-based earnings (4) | 7.6 | — | — | |||||||||
| Net income (loss) allocated to common shareholders for basic earnings per share | $ | 828.2 | $ | 896.8 | $ | (16.1 | ) | |||||
| Weighted average shares outstanding - basic | 224.6 | 227.3 | 228.6 | |||||||||
| Dilutive effect of unvested stock awards (5) | 1.4 | 3.8 | — | |||||||||
| Weighted average shares outstanding - diluted | 226.0 | 231.1 | 228.6 | |||||||||
| Net income (loss) available per common share - basic | $ | 3.69 | $ | 3.95 | $ | (0.07 | ) | |||||
| Net income (loss) available per common share - diluted | $ | 3.66 | $ | 3.88 | $ | (0.07 | ) |
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(1)
Represents premium paid on the Grand Prix Transaction, Carnero Acquisition and the DevCo JV Repurchase. See Note 4 – Acquisitions and Divestitures.
(2)
Includes $8.2 million attributable to the dividends paid upon the full redemption of Series A Preferred in 2022.
(3)
Includes $215.5 million attributable to the full redemption of Series A Preferred in 2022. See Note 11 – Preferred Stock for further discussion.
(4)
Represents the distributed and undistributed earnings of the Company attributable to the participating securities. The dilutive effect of the reallocation of participating securities to diluted net income attributable to common shareholders was immaterial.
(5)
For the year ended December 31, 2021, all unvested restricted stock awards and Series A Preferred were antidilutive because a net loss existed in the period.
The following potential common stock equivalents are excluded from the determination of diluted earnings per share because the inclusion of such shares would have been anti-dilutive (in millions on a weighted-average basis):
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Unvested restricted stock awards | 1.5 | — | 3.3 | |||||||||
| Series A Preferred (1) | — | 14.9 | 44.3 |
(1)
The Series A Preferred had no mandatory redemption date, but was redeemable at our election for a 5% premium to the liquidation preference subsequent to March 16, 2022. In May 2022, we redeemed all of our issued and outstanding Series A Preferred at a redemption price of $1,050.00 per share, plus $8.87 per share, which is the amount of accrued and unpaid dividends from April 1, 2022 up to, but not including, the redemption date of May 3, 2022. See Note 11 – Preferred Stock for further discussion.
Not****e 14 — Derivative Instruments and Hedging Activities
The primary purpose of our commodity risk management activities is to manage our exposure to commodity price risk and reduce volatility in our operating cash flow due to fluctuations in commodity prices. We have entered into derivative instruments to hedge the commodity price risks associated with a portion of our expected (i) natural gas, NGL, and condensate equity volumes in our Gathering and Processing operations that result from percent-of-proceeds processing arrangements, (ii) future commodity purchases and sales in our Logistics and Transportation segment and (iii) natural gas transportation basis risk in our Logistics and Transportation segment. The hedge positions associated with (i) and (ii) above will move favorably in periods of falling commodity prices and unfavorably in periods of rising commodity prices and are primarily designated as cash flow hedges for accounting purposes.
The hedges generally match the NGL product composition and the NGL delivery points of our physical equity volumes. Our natural gas hedges are a mixture of specific gas delivery points and Henry Hub. The NGL hedges may be transacted as specific NGL hedges or as baskets of ethane, propane, normal butane, isobutane and natural gasoline based upon our expected equity NGL composition. We believe this approach avoids uncorrelated risks resulting from employing hedges on crude oil or other petroleum products as “proxy” hedges of NGL prices. Our natural gas and NGL hedges are settled using published index prices for delivery at various locations.
We hedge a portion of our condensate equity volumes using crude oil hedges that are based on the NYMEX futures contracts for West Texas Intermediate light, sweet crude, which approximates the prices received for condensate. This exposes us to a market differential risk if the NYMEX futures do not move in exact parity with the sales price of our underlying condensate equity volumes.
We also enter into derivative instruments to help manage other short-term commodity-related business risks and take advantage of market opportunities. We have not designated these derivatives as hedges and record changes in fair value and cash settlements to revenues as current income.
At December 31, 2023, the notional volumes of our commodity derivative contracts were:
| Commodity | Instrument | Unit | 2024 | 2025 | 2026 | 2027 | ||||||||
| Natural Gas | Swaps | MMBtu/d | 107,242 | 58,179 | 14,297 | — | ||||||||
| Natural Gas | Basis Swaps | MMBtu/d | 478,374 | 256,658 | 122,500 | 35,000 | ||||||||
| NGL | Swaps | Bbl/d | 31,893 | 21,354 | 5,589 | — | ||||||||
| NGL | Futures | Bbl/d | 14,511 | 4,767 | — | — | ||||||||
| Condensate | Swaps | Bbl/d | 4,531 | 3,447 | 1,092 | — |
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Our derivative contracts are subject to netting arrangements that permit our contracting subsidiaries to net cash settle offsetting asset and liability positions with the same counterparty within the same Targa entity. The master netting provisions reduced our maximum loss due to counterparty credit risk by $32.2 million as of December 31, 2023. The range of losses attributable to our individual counterparties would be between $0.2 million and $21.6 million, depending on the counterparty in default. We record derivative assets and liabilities on our Consolidated Balance Sheets on a gross basis, without considering the effect of master netting arrangements. The following schedules reflect the fair value of our derivative instruments and their location on our Consolidated Balance Sheets as well as pro forma reporting assuming that we reported derivatives subject to master netting agreements on a net basis:
| Fair Value as of December 31, 2023 | Fair Value as of December 31, 2022 | |||||||||||||||||
| Balance Sheet | Derivative | Derivative | Derivative | Derivative | ||||||||||||||
| Location | Assets | Liabilities | Assets | Liabilities | ||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||
| Commodity contracts | Current | $ | 103.5 | $ | (16.4 | ) | $ | 158.7 | $ | (93.8 | ) | |||||||
| Long-term | 29.0 | (3.0 | ) | 24.2 | (30.9 | ) | ||||||||||||
| Total derivatives designated as hedging instruments | $ | 132.5 | $ | (19.4 | ) | $ | 182.9 | $ | (124.7 | ) | ||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||
| Commodity contracts | Current | $ | 8.4 | $ | (37.6 | ) | $ | 21.2 | $ | (226.3 | ) | |||||||
| Long-term | 4.3 | (13.8 | ) | 0.3 | (109.2 | ) | ||||||||||||
| Total derivatives not designated as hedging instruments | $ | 12.7 | $ | (51.4 | ) | $ | 21.5 | $ | (335.5 | ) | ||||||||
| Total current position | $ | 111.9 | $ | (54.0 | ) | $ | 179.9 | $ | (320.1 | ) | ||||||||
| Total long-term position | 33.3 | (16.8 | ) | 24.5 | (140.1 | ) | ||||||||||||
| Total derivatives | $ | 145.2 | $ | (70.8 | ) | $ | 204.4 | $ | (460.2 | ) |
The pro forma impact of reporting derivatives on our Consolidated Balance Sheets on a net basis is as follows:
| Gross Presentation | Pro Forma Net Presentation | ||||||||||||||||||||
| December 31, 2023 | Asset | Liability | Collateral | Asset | Liability | ||||||||||||||||
| Current Position | |||||||||||||||||||||
| Counterparties with offsetting positions or collateral | $ | 111.7 | $ | (54.0 | ) | $ | 3.6 | $ | 69.2 | $ | (7.9 | ) | |||||||||
| Counterparties without offsetting positions - assets | 0.2 | — | — | 0.2 | — | ||||||||||||||||
| Counterparties without offsetting positions - liabilities | — | — | — | — | — | ||||||||||||||||
| 111.9 | (54.0 | ) | 3.6 | 69.4 | (7.9 | ) | |||||||||||||||
| Long-Term Position | |||||||||||||||||||||
| Counterparties with offsetting positions or collateral | 31.7 | (16.8 | ) | (0.1 | ) | 17.0 | (2.2 | ) | |||||||||||||
| Counterparties without offsetting positions - assets | 1.6 | — | — | 1.6 | — | ||||||||||||||||
| Counterparties without offsetting positions - liabilities | — | — | — | — | — | ||||||||||||||||
| 33.3 | (16.8 | ) | (0.1 | ) | 18.6 | (2.2 | ) | ||||||||||||||
| Total Derivatives | |||||||||||||||||||||
| Counterparties with offsetting positions or collateral | 143.4 | (70.8 | ) | 3.5 | 86.2 | (10.1 | ) | ||||||||||||||
| Counterparties without offsetting positions - assets | 1.8 | — | — | 1.8 | — | ||||||||||||||||
| Counterparties without offsetting positions - liabilities | — | — | — | — | — | ||||||||||||||||
| $ | 145.2 | $ | (70.8 | ) | $ | 3.5 | $ | 88.0 | $ | (10.1 | ) | ||||||||||
| Gross Presentation | Pro Forma Net Presentation | ||||||||||||||||||||
| December 31, 2022 | Asset | Liability | Collateral | Asset | Liability | ||||||||||||||||
| Current Position | |||||||||||||||||||||
| Counterparties with offsetting positions or collateral | $ | 162.2 | $ | (316.7 | ) | $ | 12.2 | $ | 27.2 | $ | (169.5 | ) | |||||||||
| Counterparties without offsetting positions - assets | 17.7 | — | — | 17.7 | — | ||||||||||||||||
| Counterparties without offsetting positions - liabilities | — | (3.4 | ) | — | — | (3.4 | ) | ||||||||||||||
| 179.9 | (320.1 | ) | 12.2 | 44.9 | (172.9 | ) | |||||||||||||||
| Long-Term Position | |||||||||||||||||||||
| Counterparties with offsetting positions or collateral | 24.5 | (137.4 | ) | 22.4 | 7.3 | (97.8 | ) | ||||||||||||||
| Counterparties without offsetting positions - assets | — | — | — | — | — | ||||||||||||||||
| Counterparties without offsetting positions - liabilities | — | (2.7 | ) | — | — | (2.7 | ) | ||||||||||||||
| 24.5 | (140.1 | ) | 22.4 | 7.3 | (100.5 | ) | |||||||||||||||
| Total Derivatives | |||||||||||||||||||||
| Counterparties with offsetting positions or collateral | 186.7 | (454.1 | ) | 34.6 | 34.5 | (267.3 | ) | ||||||||||||||
| Counterparties without offsetting positions - assets | 17.7 | — | — | 17.7 | — | ||||||||||||||||
| Counterparties without offsetting positions - liabilities | — | (6.1 | ) | — | — | (6.1 | ) | ||||||||||||||
| $ | 204.4 | $ | (460.2 | ) | $ | 34.6 | $ | 52.2 | $ | (273.4 | ) |
Some of our hedges are futures contracts executed through brokers that clear the hedges through an exchange. We maintain a margin deposit with the brokers in an amount sufficient to cover the fair value of our open futures positions. The margin deposit is considered collateral, which is located within Other current assets on our Consolidated Balance Sheets and is not offset against the fair value of our derivative instruments. Our derivative instruments other than our futures contracts are executed under International Swaps and Derivatives Association agreements (“ISDAs”), which govern the key terms with our counterparties. Our ISDAs contain credit-risk
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related contingent features. Following the release of the collateral securing our TRGP Revolver, our derivative positions are no longer secured. As of December 31, 2023, we have outstanding net derivative positions that contain credit-risk related contingent features that are in a net liability position of $9.9 million. We have not been required to post any collateral related to these positions due to our credit rating. If our credit rating was to be downgraded one notch below investment grade by both Moody’s and S&P, as defined in our ISDAs, we estimate that as of December 31, 2023, we would not be required to post collateral to any counterparties per the terms of our ISDAs.
The fair value of our derivative instruments, depending on the type of instrument, was determined by the use of present value methods or standard option valuation models with assumptions about commodity prices based on those observed in underlying markets. The estimated fair value of our derivative instruments was a net asset of $74.4 million as of December 31, 2023. The estimated fair value is net of an adjustment for credit risk based on the default probabilities as indicated by market quotes for the counterparties’ credit default swap rates. The credit risk adjustment was immaterial for all periods presented. Our futures contracts that are cleared through an exchange are margined daily and do not require any credit adjustment.
The following tables reflect amounts recorded in OCI and amounts reclassified from OCI to revenue for the periods indicated:
| Derivatives in Cash Flow | Gain (Loss) Recognized in OCI on Derivatives (Effective Portion) | |||||||||||
| Hedging Relationships | 2023 | 2022 | 2021 | |||||||||
| Commodity contracts | $ | 193.4 | $ | (5.6 | ) | $ | (534.6 | ) | ||||
| Gain (Loss) Reclassified from OCI into Income (Effective Portion) | ||||||||||||
| Location of Gain (Loss) | 2023 | 2022 | 2021 | |||||||||
| Revenues | $ | 153.4 | $ | (373.0 | ) | $ | (417.3 | ) |
Based on valuations as of December 31, 2023, we expect to reclassify commodity hedge related deferred gains of $103.4 million included in accumulated other comprehensive income (loss) into earnings before income taxes through the end of 2026, with $77.5 million of gains to be reclassified over the next twelve months.
Our consolidated earnings are also affected by the use of the mark-to-market method of accounting for derivative instruments that do not qualify for hedge accounting or that have not been designated as hedges. The changes in fair value of these instruments are recorded on the balance sheet and through earnings rather than being deferred until the anticipated transaction settles. The use of mark-to-market accounting for financial assets and liabilities (“financial instruments”) can cause non-cash earnings volatility due to changes in the underlying commodity price indices. For the year ended December 31, 2023, the unrealized mark-to-market gains are primarily attributable to favorable movements in natural gas forward basis prices, as compared to our positions.
| Derivatives Not Designated | Location of Gain (Loss) Recognized in | Gain (Loss) Recognized in Income on Derivatives | ||||||||||||
| as Hedging Instruments | Income on Derivatives | 2023 | 2022 | 2021 | ||||||||||
| Commodity contracts | Revenue | $ | 287.7 | $ | (381.7 | ) | $ | (73.3 | ) |
See Item 7A. Quantitative and Qualitative Disclosures About Market Risk, Note 15 – Fair Value Measurements and Note 23 – Segment Information for additional disclosures related to derivative instruments and hedging activities.
Note 15 — Fair Value Measurements
Under GAAP, our Consolidated Balance Sheets reflect a mixture of measurement methods for financial assets and liabilities (“financial instruments”). Derivative financial instruments are reported at fair value on our Consolidated Balance Sheets. Other financial instruments are reported at historical cost or amortized cost on our Consolidated Balance Sheets. The following are additional qualitative and quantitative disclosures regarding fair value measurements of financial instruments.
Fair Value of Derivative Financial Instruments
Our derivative instruments consist of financially settled commodity swaps, futures, option contracts and fixed-price forward commodity contracts with certain counterparties. We determine the fair value of our derivative instruments using present value methods or standard option valuation models with assumptions about commodity prices based on those observed in underlying markets. We have consistently applied these valuation techniques in all periods presented and we believe we have obtained the most accurate information available for the types of derivative contracts we hold.
The fair values of our derivative instruments are sensitive to changes in forward pricing on natural gas, NGLs and crude oil. The derivatives at December 31, 2023, represent a net asset of $74.4 million, and reflects the present value, adjusted for counterparty credit risk, of the amount we expect to receive or pay in the future on our derivative contracts. If forward pricing on natural gas, NGLs and
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crude oil were to increase by 10%, the result would be a fair value reflecting a net liability of $42.8 million. If forward pricing on natural gas, NGLs and crude oil were to decrease by 10%, the result would be a fair value reflecting a net asset of $192.0 million.
Fair Value of Other Financial Instruments
Due to their cash or near-cash nature, the carrying value of other financial instruments included in working capital (i.e., cash and cash equivalents, accounts receivable, accounts payable) approximates their fair value. Long-term debt is primarily the other financial instrument for which carrying value could vary significantly from fair value. We determined the supplemental fair value disclosures for our long-term debt as follows:
the TRGP Revolver, commercial paper notes, Securitization Facility and Term Loan Facility are based on carrying value, which approximates fair value as their interest rates are based on prevailing market rates; and
the TRGP senior unsecured notes and the Partnership’s senior unsecured notes are based on quoted market prices derived from trades of the debt.
Fair Value Hierarchy
We categorize the inputs to the fair value measurements of financial assets and liabilities at each balance sheet reporting date using a three-tier fair value hierarchy that prioritizes the significant inputs used in measuring fair value:
Level 1 – observable inputs such as quoted prices in active markets;
Level 2 – inputs other than quoted prices in active markets that we can directly or indirectly observe to the extent that the markets are liquid for the relevant settlement periods; and
Level 3 – unobservable inputs in which little or no market data exists, therefore we must develop our own assumptions.
The following table shows a breakdown by fair value hierarchy category for (i) financial instruments measurements included on our Consolidated Balance Sheets at fair value and (ii) supplemental fair value disclosures for other financial instruments:
| December 31, 2023 | ||||||||||||||||||||
| Carrying | Fair Value | |||||||||||||||||||
| Value | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Instruments Recorded on Our Consolidated Balance Sheets at Fair Value: | ||||||||||||||||||||
| Assets from commodity derivative contracts (1) | $ | 144.6 | $ | 144.6 | $ | — | $ | 144.6 | $ | — | ||||||||||
| Liabilities from commodity derivative contracts (1) | 70.2 | 70.2 | — | 70.2 | ||||||||||||||||
| Financial Instruments Recorded on Our Consolidated Balance Sheets at Carrying Value: | ||||||||||||||||||||
| Cash and cash equivalents | 141.7 | 141.7 | — | — | — | |||||||||||||||
| TRGP Revolver and Commercial Paper Program | 175.0 | 175.0 | — | 175.0 | — | |||||||||||||||
| TRGP Senior unsecured notes | 6,470.5 | 6,598.7 | — | 6,598.7 | — | |||||||||||||||
| Term Loan Facility | 500.0 | 500.0 | — | 500.0 | — | |||||||||||||||
| Partnership’s Senior unsecured notes | 5,034.4 | 4,945.1 | — | 4,945.1 | — | |||||||||||||||
| Securitization Facility | 575.0 | 575.0 | — | 575.0 | — |
| December 31, 2022 | ||||||||||||||||||||
| Carrying | Fair Value | |||||||||||||||||||
| Value | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Financial Instruments Recorded on Our Consolidated Balance Sheets at Fair Value: | ||||||||||||||||||||
| Assets from commodity derivative contracts (1) | $ | 201.6 | $ | 201.6 | $ | — | $ | 201.6 | $ | — | ||||||||||
| Liabilities from commodity derivative contracts (1) | 457.4 | 457.4 | — | 457.4 | — | |||||||||||||||
| Financial Instruments Recorded on Our Consolidated Balance Sheets at Carrying Value: | ||||||||||||||||||||
| Cash and cash equivalents | 219.0 | 219.0 | — | — | — | |||||||||||||||
| TRGP Revolver and Commercial Paper Program | 1,298.7 | 1,298.7 | — | 1,298.7 | — | |||||||||||||||
| TRGP Senior unsecured notes | 2,741.6 | 2,452.6 | — | 2,452.6 | — | |||||||||||||||
| Term Loan Facility | 1,500.0 | 1,500.0 | — | 1,500.0 | — | |||||||||||||||
| Partnership’s Senior unsecured notes | 5,034.4 | 4,711.3 | — | 4,711.3 | — | |||||||||||||||
| Securitization Facility | 800.0 | 800.0 | — | 800.0 | — |
(1)
The fair value of derivative contracts in this table is presented on a different basis than the Consolidated Balance Sheets presentation as disclosed in Note 14 – Derivative Instruments and Hedging Activities. The above fair values reflect the total value of each derivative contract taken as a whole, whereas the Consolidated Balance Sheets presentation is based on the individual maturity dates of estimated future settlements. As such, an individual contract could have both an asset and liability position when segregated into its current and long-term portions for Consolidated Balance Sheets classification purposes.
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Additional Information Regarding Level 3 Fair Value Measurements Included on Our Consolidated Balance Sheets
We have historically reported certain of our swaps and option contracts at fair value using Level 3 inputs due to such derivatives not having observable market prices or implied volatilities for substantially the full term of the derivative asset or liability. For valuations that include both observable and unobservable inputs, if the unobservable input was determined to be significant to the overall inputs, the entire valuation was categorized in Level 3. This included derivatives valued using indicative price quotations whose contract length extends into unobservable periods.
The fair value of these swaps was determined using a discounted cash flow valuation technique based on a commodity forward curve. For these derivatives, the primary input to the valuation model was the commodity forward curve, which was based on observable or public data sources and extrapolated when observable prices were not available.
The significant unobservable inputs used in the fair value measurements of our Level 3 derivatives were the forward natural gas liquids pricing curves, for which a significant portion of the derivative’s term is beyond available forward pricing. As of December 31, 2023 and December 31, 2022, we had no derivative contracts categorized as Level 3.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Nonfinancial assets and liabilities, such as long-lived assets, are measured at fair value on a nonrecurring basis at acquisition or whenever impairment indicators are present. During the year ended December 31, 2021, we recorded a non-cash pre-tax impairment of $452.3 million. The impairment charge is primarily associated with the partial impairment of certain gas processing facilities and gathering systems associated with our Central operations in the Gathering and Processing segment. For disclosures related to valuation techniques, see Note 4 – Acquisitions and Divestitures and Note 5 – Property, Plant and Equipment and Intangible Assets.
The techniques described above may produce a fair value calculation that may not be indicative or reflective of future fair values. Furthermore, while we believe our valuation techniques are appropriate and consistent with other market participants, the use of different techniques or assumptions to determine fair value of certain financial and nonfinancial assets and liabilities could result in a different fair value measurement at the reporting date.
Not****e 16 — Related Party Transactions
Transactions with Unconsolidated Affiliates
The following table summarizes transactions with unconsolidated affiliates:
| GCF | T2 Joint Ventures (1) | Cayenne | GCX (2) | Little Missouri 4 | Total | |||||||||||||||||||
| 2023: | ||||||||||||||||||||||||
| Revenues | $ | — | $ | — | $ | — | $ | — | $ | 7.1 | $ | 7.1 | ||||||||||||
| Product purchases and fuel | — | — | (6.4 | ) | — | — | (6.4 | ) | ||||||||||||||||
| Operating expenses | (4.4 | ) | — | (0.3 | ) | — | (2.0 | ) | (6.7 | ) | ||||||||||||||
| General and administrative expenses | — | — | — | — | (0.9 | ) | (0.9 | ) | ||||||||||||||||
| 2022: | ||||||||||||||||||||||||
| Revenues | $ | — | $ | 1.2 | $ | — | $ | — | $ | 8.5 | $ | 9.7 | ||||||||||||
| Product purchases and fuel | — | — | (4.7 | ) | (25.0 | ) | — | (29.7 | ) | |||||||||||||||
| Operating expenses | (1.7 | ) | (0.7 | ) | (0.3 | ) | — | (2.6 | ) | (5.3 | ) | |||||||||||||
| General and administrative expenses | — | — | — | — | (0.9 | ) | (0.9 | ) | ||||||||||||||||
| 2021: | ||||||||||||||||||||||||
| Revenues | $ | — | $ | 4.4 | $ | — | $ | — | $ | 10.6 | $ | 15.0 | ||||||||||||
| Product purchases and fuel | — | — | (4.8 | ) | (66.5 | ) | — | (71.3 | ) | |||||||||||||||
| Operating expenses | (1.1 | ) | (2.3 | ) | (0.2 | ) | — | (2.5 | ) | (6.1 | ) | |||||||||||||
| General and administrative expenses | — | — | — | — | (0.8 | ) | (0.8 | ) |
(1)
Following the closing of the South Texas Acquisition in April 2022, the T2 Joint Ventures are 100% owned and consolidated by Targa.
(2)
Following the closing of the GCX Sale in May 2022, Targa no longer has an ownership interest in GCX.
Relationship with Targa Resources Partners LP
We provide general and administrative and other services to the Partnership, associated with the Partnership’s existing assets and assets acquired from third parties. The Partnership Agreement between the Partnership and us, as general partner of the Partnership, governs the reimbursement of costs incurred on behalf of the Partnership.
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The employees supporting the Partnership’s operations are our employees. The Partnership reimburses us for the payment of certain operating expenses, including compensation and benefits of operating personnel assigned to the Partnership’s assets, and for the provision of various general and administrative services for the benefit of the Partnership. We perform centralized corporate functions for the Partnership, such as legal, accounting, treasury, insurance, risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, taxes, engineering and marketing.
Note 17 — Commitments
Future non-cancelable commitments related to certain contractual obligations are presented below for each of the next five fiscal years and in aggregate thereafter:
| In Aggregate | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | |||||||||||||||||||||
| Land sites and rights of way (1) | $ | 297.4 | $ | 8.5 | $ | 8.6 | $ | 10.3 | $ | 11.7 | $ | 17.3 | $ | 241.0 |
(1)
Land site lease and rights of way provides for surface and underground access for gathering, processing and distribution assets that are located on property not owned by us. These agreements expire at various dates, with varying terms, some of which are perpetual.
Total expenses incurred under the above non-cancelable commitments were:
| 2023 | 2022 | 2021 | |||||||||
| Land sites and rights of way | $ | 9.0 | $ | 5.8 | $ | 5.9 |
Note 18 – Contingencies
Legal Proceedings
We and the Partnership are parties to various legal, administrative and regulatory proceedings that have arisen in the ordinary course of our business. We and the Partnership are also parties to various proceedings with governmental environmental agencies, including, but not limited to the U.S. Environmental Protection Agency, Texas Commission on Environmental Quality, Oklahoma Department of Environmental Quality, New Mexico Environment Department, Louisiana Department of Environmental Quality and North Dakota Department of Environmental Quality, which assert monetary sanctions for alleged violations of environmental regulations, including air emissions, discharges into the environment and reporting deficiencies, related to events that have arisen at certain of our facilities in the ordinary course of our business.
On December 26, 2018, Vitol filed a lawsuit in the 80th District Court of Harris County (the “District Court”), Texas against Targa Channelview LLC, then a subsidiary of the Company (“Targa Channelview”), seeking recovery of $129.0 million in payments made to Targa Channelview, additional monetary damages, attorneys’ fees and costs. Vitol alleges that Targa Channelview breached the Splitter Agreement, which provided for Targa Channelview to construct a crude oil and condensate splitter (the “Splitter”) adjacent to a barge dock owned by Targa Channelview to provide services contemplated by the Splitter Agreement. In January 2018, Vitol acquired Noble Americas Corp. and on December 23, 2018, Vitol voluntarily elected to terminate the Splitter Agreement claiming that Targa Channelview failed to timely achieve start-up of the Splitter. Vitol’s lawsuit also alleges Targa Channelview made a series of misrepresentations about the capability of the barge dock that would service crude oil and condensate volumes to be processed by the Splitter and Splitter products. Vitol sought return of $129.0 million in payments made to Targa Channelview prior to the start-up of the Splitter, as well as additional damages. On the same date that Vitol filed its lawsuit, Targa Channelview filed a lawsuit against Vitol seeking a judicial determination that Vitol’s sole and exclusive remedy was Vitol’s voluntarily termination of the Splitter Agreement and, as a result, Vitol was not entitled to the return of any prior payments under the Splitter Agreement or other damages as alleged. Targa also seeks recovery of its attorneys’ fees and costs in the lawsuit.
On October 15, 2020, the District Court awarded Vitol $129.0 million (plus interest) following a bench trial. In addition, the District Court awarded Vitol $10.5 million in damages for losses and demurrage on crude oil that Vitol purchased for start-up efforts. The Company appealed the award in the Fourteenth Court of Appeals in Houston, Texas. In October 2020, we sold Targa Channelview but, under the agreements governing the sale, we retained the liabilities associated with the Vitol proceedings. On September 13, 2022, the Fourteenth Court of Appeals upheld the trial court’s judgment in part with regard to the return of Vitol’s prior payments, but modified the judgment to delete Vitol’s ability to recover any damages related to losses or demurrage on crude oil. We filed a petition for review with the Supreme Court of Texas which was denied on October 20, 2023, but we are seeking rehearing and the appeal remains pending. The cumulative amount of interest on the award through December 31, 2023, if accrued, would have been approximately $55.5 million.
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On July 24, 2023, we received a Notice of Violation from the New Mexico Environment Department, Air Quality Bureau, relating to alleged air permit violations between August 1, 2021 and June 30, 2022 by Lucid Energy Delaware, LLC, an entity we subsequently acquired in July 2022 in the Delaware Basin Acquisition and whose assets are now integrated into Targa Northern Delaware LLC, a wholly-owned subsidiary of the Company. We have been engaging with the New Mexico Environment Department to resolve this matter. Although this matter is ongoing and management cannot predict its ultimate outcome, the resolution of this matter may result in a fine or penalty in excess of $0.3 million. We do not expect that any expenditures related to this matter will be material to our consolidated financial statements.
On October 26, 2023, we received a final judgment in a lawsuit alleging a breach of contract related to the major winter storm in February 2021. The damages awarded against us are approximately $6.9 million, not including pre-judgment interest. Both parties are appealing the judgment.
We are also a defendant in two other breach of contract cases related to force majeure events arising during the major winter storm in February 2021. We believe that the likelihood of a partial loss could be reasonably possible, and, while it is not possible to predict the ultimate outcome of these cases on an individual or consolidated basis, we estimate that the total range of potential loss resulting from all of these cases could be between $0 and $10.0 million in the aggregate. We intend to continue to vigorously defend these cases.
Note 19 – Revenue
Fixed consideration allocated to remaining performance obligations
The following table presents the estimated minimum revenue related to unsatisfied performance obligations at the end of the reporting period, and is comprised of fixed consideration primarily attributable to contracts with minimum volume commitments, for which a guaranteed amount of revenue can be calculated. These contracts are comprised primarily of gathering and processing, fractionation, export, terminaling and storage agreements, with remaining contract terms ranging from 1 to 16 years.
| 2024 | 2025 | 2026 and after | |||||||||||
| Fixed consideration to be recognized as of December 31, 2023 | $ | 497.2 | $ | 419.8 | $ | 2,383.3 |
Based on the optional exemptions that we elected to apply, the amounts presented in the table above exclude remaining performance obligations for (i) variable consideration for which the allocation exception is met and (ii) contracts with an original expected duration of one year or less.
For additional information on our revenue recognition policy, see Note 3 – Significant Accounting Policies, and for disclosures related to disaggregated revenue, see Note 23 – Segment Information.
Note 20 – Inco****me Taxes
Components of the federal and state income tax provisions are as follows:
| 2023 | 2022 | 2021 | |||||||||
| Current expense (benefit) | $ | 13.6 | $ | 6.7 | $ | 2.7 | |||||
| Deferred expense (benefit) | 349.6 | 125.1 | 12.1 | ||||||||
| Total income tax expense (benefit) | $ | 363.2 | $ | 131.8 | $ | 14.8 |
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Our deferred income tax assets and liabilities as of December 31, 2023 and 2022 consist of recognition differences related to certain types of costs as follows:
| 2023 | 2022 | ||||||
| Deferred tax assets: | |||||||
| Net operating loss | $ | 1,282.9 | $ | 1,568.5 | |||
| Disallowed business interest expense carryforward | 79.3 | 10.3 | |||||
| Deferred tax assets before valuation allowance | 1,362.2 | 1,578.8 | |||||
| Valuation allowance | (7.1 | ) | (36.9 | ) | |||
| Deferred tax assets | 1,355.1 | 1,541.9 | |||||
| Deferred tax liabilities: | |||||||
| Investments (1) | (1,867.9 | ) | (1,842.0 | ) | |||
| Property, plant, and equipment | (3.0 | ) | (4.2 | ) | |||
| Other | (20.0 | ) | (23.4 | ) | |||
| Deferred tax liabilities | (1,890.9 | ) | (1,869.6 | ) | |||
| Net deferred tax asset (liability) | $ | (535.8 | ) | $ | (327.7 | ) | |
| Net deferred tax asset (liability) | |||||||
| Federal | $ | (507.0 | ) | $ | (290.5 | ) | |
| State | (28.8 | ) | (37.2 | ) | |||
| Long-term deferred tax liability, net | $ | (535.8 | ) | $ | (327.7 | ) |
(1)
Our deferred tax liability attributable to investments reflects the differences between the book and tax carrying values of our investment in the Partnership.
We are subject to tax in the U.S. and various state jurisdictions and we are subject to periodic audits and reviews by taxing authorities. As of December 31, 2023, IRS examinations are currently in process for the 2019, 2020 and 2021 taxable years of certain wholly-owned and consolidated subsidiaries that are treated as partnerships for U.S. federal income tax purposes. We are responding to information requests from the IRS with respect to these audits. We are not aware of any potential audit findings that would give rise to adjustments to taxable income and do not anticipate material changes related to these audits.
Federal statutes of limitations for returns filed in 2020 (for calendar year 2019) have expired, except for the 2019 returns under examination that have a statute extension to April 2025. For Texas, the statute of limitations has expired for 2019 returns (for calendar year 2018). Similarly, the statute of limitations expired on substantially all 2019 state income tax returns that were filed prior to October 15, 2020. However, tax authorities could review and adjust carryover attributes (e.g., NOLs) generated in a closed tax year if utilized in an open tax year.
During the preparation of the Company’s 2021 consolidated financial statements, the Company identified errors related to its 2020 state tax provision. The Company does not believe these errors are material to its previously issued historical consolidated financial statements for any of the periods impacted and accordingly, has not adjusted the historical financial statements. In 2021, the Company recorded an additional $23.3 million of income tax expense in the Consolidated Statements of Operations and corresponding increase to its deferred tax liabilities in the Consolidated Balance Sheets.
As of December 31, 2023, we have total U.S. federal NOL carryforwards of $5.5 billion, $857.4 million of which will expire in 2037. The remaining $4.7 billion NOL will not expire, but is limited to offsetting 80% of taxable income per year. As of December 31, 2023, our tax effected valuation allowance was $7.1 million, a decrease of $29.8 million from December 31, 2022. Of this valuation allowance, $6.4 million is federal and the remaining $0.7 million is state.
Set forth below is the reconciliation between our Income tax provision (benefit) computed at the United States statutory rate on income before income taxes and the income tax provision in our Consolidated Statements of Operations for the periods indicated:
| Income tax reconciliation: | 2023 | 2022 | 2021 | ||||||||
| Income (loss) before income taxes | $ | 1,942.5 | $ | 1,663.2 | $ | 436.9 | |||||
| Less: Net income attributable to noncontrolling interest | (233.4 | ) | (335.9 | ) | (350.9 | ) | |||||
| Income attributable to Targa Resources Corp. before income taxes | 1,709.1 | 1,327.3 | 86.0 | ||||||||
| Federal statutory income tax rate | 21 | % | 21 | % | 21 | % | |||||
| Provision for federal income taxes | 358.9 | 278.7 | 18.1 | ||||||||
| Valuation allowance | (29.8 | ) | (177.5 | ) | (46.2 | ) | |||||
| State income taxes, net of federal tax benefit | 37.8 | 33.6 | (5.4 | ) | |||||||
| State tax provision error correction | — | — | 23.3 | ||||||||
| Return-to-provision | (5.7 | ) | (0.6 | ) | (1.3 | ) | |||||
| Change in income tax rate | 11.5 | (1.7 | ) | 21.0 | |||||||
| Permanent adjustments | 6.2 | 5.6 | 4.1 | ||||||||
| Stock compensation shortfall/(windfall) | (15.8 | ) | (6.3 | ) | 1.4 | ||||||
| Other, net | 0.1 | — | (0.2 | ) | |||||||
| Income tax provision (benefit) | $ | 363.2 | $ | 131.8 | $ | 14.8 |
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We have not identified any uncertain tax positions. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”) which, among other things, introduced a corporate alternative minimum tax (the “CAMT”), imposed a 1% excise tax on stock buybacks and tax incentives to promote clean energy. Under the CAMT, a 15% minimum tax will be imposed on certain financial statement income of “applicable corporations.” The IRA treats a corporation as an applicable corporation in any taxable year in which the “average annual adjusted financial statement income” of such corporation for the three taxable year period ending prior to such taxable year exceeds $1 billion.
The U.S. Department of the Treasury and the IRS have issued guidance on the application of the CAMT which may be relied upon until final regulations are released. Based on our interpretation of the IRA, the CAMT and related guidance and several operational, economic, accounting and regulatory assumptions, we do not anticipate qualifying as an “applicable corporation” in the near term, but we are likely to become an applicable corporation in a subsequent tax year. If we become an applicable corporation and our CAMT liability is greater than our regular U.S. federal income tax liability for any particular tax year, the CAMT liability would effectively accelerate our future U.S. federal income tax obligations, reducing our cash available for distribution in that year, but provide an offsetting credit against our regular U.S. federal income tax liability for the future. As a result, our current expectation is that the impact of the CAMT is limited to timing differences in future tax years. Given the complexities of the IRA and the CAMT, we will continue to monitor and evaluate the potential future impact to our financial statements.
Note 21 - S****upplemental Cash Flow Information
| Year Ended December 31, | ||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||
| Cash: | ||||||||||||||
| Interest paid, net of capitalized interest (1) | $ | 618.6 | $ | 401.3 | $ | 356.0 | ||||||||
| Income taxes (received) paid, net | 8.5 | 1.6 | 1.3 | |||||||||||
| Non-cash investing activities: | ||||||||||||||
| Change in deadstock commodity inventory | $ | (13.7 | ) | $ | (3.8 | ) | $ | (15.0 | ) | |||||
| Impact of capital expenditure accruals on property, plant and equipment, net | 58.2 | 60.1 | 53.0 | |||||||||||
| Transfers from materials and supplies inventory to property, plant and equipment | — | — | 2.4 | |||||||||||
| Change in ARO liability and property, plant and equipment due to revised cash flow estimate and additions | 4.9 | 0.8 | (0.2 | ) | ||||||||||
| Non-cash financing activities: | ||||||||||||||
| Changes in accrued distributions to noncontrolling interests | $ | 8.9 | $ | (26.1 | ) | $ | (50.9 | ) | ||||||
| Reduction of owner's equity related to accrued dividends on unvested equity awards under share compensation arrangements | 3.9 | 7.1 | 3.1 | |||||||||||
| Non-cash distributions to noncontrolling interests (2) | — | 64.2 | — | |||||||||||
| Lease liabilities arising from recognition of right-of-use assets: | ||||||||||||||
| Operating lease | $ | 53.1 | $ | 9.7 | $ | 20.1 | ||||||||
| Finance lease (3) | 104.8 | 220.7 | 24.7 |
(1)
Interest capitalized on major projects was $41.1 million, $16.3 million and $4.1 million for the years ended December 31, 2023, 2022 and 2021.
(2)
Represents the transfer of an undivided interest in certain gas gathering and processing facilities to a joint owner upon Targa’s recovery of a specified payout amount for our initial full funding of the facilities.
(3)
The December 31, 2022 amount includes $171.2 million related to compressor leases from the Delaware Basin Acquisition that were subsequently amended and extended.
Note 22 – Co****mpensation Plans
2010 Targa Resources Corp. Stock Incentive Plan
In December 2010, we adopted the Targa Resources Corp. 2010 Stock Incentive Plan (the “2010 TRGP Plan”) for employees, consultants and non-employee directors of the Company. In May 2017, the 2010 TRGP Plan was amended and restated. In August 2023, the 2010 TRGP Plan was amended and restated for a second time. Total authorized shares of common stock under the plan is 15,000,000, comprised of 5,000,000 shares originally available and an additional 10,000,000 shares that became available in May 2017. The 2010 TRGP Plan allows for the grant of (i) incentive stock options qualified as such under U.S. federal income tax laws (“Incentive Options”), (ii) stock options that do not qualify as Incentive Options (“Non-statutory Options,” and together with Incentive Options, “Options”), (iii) stock appreciation rights granted in conjunction with Options or Phantom Stock Awards, (iv) restricted stock awards, (v) phantom stock awards, (vi) bonus stock awards, (vii) performance unit awards, or (viii) any combination of such awards.
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Unless otherwise specified, the compensation costs for the awards listed below were recognized as expenses over related vesting periods based on the grant-date fair values, reduced by forfeitures incurred.
Restricted Stock Awards - Restricted stock entitles the recipient to cash dividends. Dividends on unvested restricted stock will be accrued when declared and recorded as short-term or long-term liabilities, dependent on the time remaining until payment of the dividends, and paid in cash when the award vests. Upon issuance, the restricted stock awards will be included in the outstanding shares of our common stock. The Compensation Committee of the Targa board of directors (the “Compensation Committee”) awarded our common stock to our outside directors. In 2023, 2022 and 2021, we issued 23,518, 31,117 and 67,591 shares of director grants with weighted average grant-date fair values of $74.13, $56.32 and $30.33, respectively.
Restricted Stock Units Awards – RSUs are similar to restricted stock, except that shares of common stock are not issued until the RSUs vest. The vesting periods generally vary from one to six years. In March 2023, the Compensation Committee amended the Restricted Stock Units Grant Agreements that govern the RSUs that vest no later than three years following the RSUs’ grant date. The amendment resulted in quarterly cash dividend payments to RSU holders beginning with the common stock dividend paid in May 2023. In 2023, 2022 and 2021, we issued 587,326, 943,352 and 848,630 shares of RSUs with weighted average grant-date fair values of $78.69, $63.87 and $37.94.
Restricted Stock Units in Lieu of Bonus – In 2020 and 2019, we granted 81,336 and 95,687 shares of RSUs in lieu of cash bonuses for certain of our executives at the weighted average grant-date fair value of $41.39 and $42.83. The 2020 and 2019 grants vested in 2021 and 2022, respectively.
The following table summarizes the restricted stock and RSUs under the 2010 TRGP Plan in shares and in dollars for the year indicated.
| Number of shares | Weighted Average Grant-Date Fair Value | |||||||
| Outstanding at December 31, 2022 | 3,228,418 | $ | 42.60 | |||||
| Granted | 610,844 | 78.52 | ||||||
| Forfeited | (95,643 | ) | 61.92 | |||||
| Vested | (1,435,823 | ) | 32.05 | |||||
| Outstanding at December 31, 2023 | 2,307,796 | 57.84 |
Performance Share Units
During 2023, 2022 and 2021, we granted 140,020, 173,011 and 319,320 performance share units (“PSUs”) to executive management for the 2023, 2022 and 2021 compensation cycle that will vest/have vested in January 2026, January 2025 and January 2024. The PSUs granted under the 2010 TRGP Plan are three-year equity-settled awards linked to the performance of shares of our common stock. The awards also include dividend equivalent rights (“DERs”) that are based on the notional dividends accumulated during the vesting period.
The vesting of the PSUs is dependent on the satisfaction of a combination of certain service-related conditions and the Company’s total shareholder return (“TSR”) relative to the TSR of the members of a specified comparator group of publicly-traded midstream companies (the “LTIP Peer Group”) measured over designated periods. For the PSUs granted in 2021, 2022 and 2023, the TSR performance factor is determined by the Compensation Committee based on relative TSR over a cumulative three-year performance period. The Compensation Committee determines a guideline performance percentage for the performance period and the percentage may then be decreased or increased by the Compensation Committee at its discretion. The grantee will become vested in a number of PSUs equal to the target number awarded multiplied by the TSR performance factor, and vested PSUs will be settled by the issuance of Company common stock. The value of dividend equivalent rights will be paid in cash when the awards vest.
Compensation cost for equity-settled PSUs was recognized as an expense over the performance period based on fair value at the grant date. The compensation cost will be reduced if forfeitures occur. Fair value was calculated using a simulated share price that incorporates peer ranking. DERs associated with equity-settled PSUs were accrued over the performance period as a reduction of owners’ equity. We evaluated the grant date fair value using a Monte Carlo simulation model and historical volatility assumption with an expected term of three years. The expected volatilities were 38%, 80% and 80% for PSUs granted in 2023, 2022 and 2021.
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The following table summarizes the PSUs under the 2010 TRGP Plan in shares and in dollars for the years indicated.
| Number of shares | Weighted Average Grant-Date Fair Value | |||||||
| Outstanding at December 31, 2022 | 769,917 | $ | 72.81 | |||||
| Granted | 140,020 | 128.71 | ||||||
| Forfeited | (22,272 | ) | 117.52 | |||||
| Vested | (291,365 | ) | 69.70 | |||||
| Outstanding at December 31, 2023 | 596,300 | 85.78 |
Stock Compensation Expenses
Stock compensation expense under our plans totaled $62.4 million, $57.5 million and $59.2 million for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, we have $87.5 million of unrecognized compensation expense associated with share-based awards and an approximate remaining weighted average vesting periods of 2.3 years related to our various compensation plans.
The fair values of share-based awards vested in 2023, 2022 and 2021 were $96.8 million, $93.0 million and $73.8 million. Cash dividends paid for the vested awards were $8.3 million, $9.6 million and $8.7 million for 2023, 2022 and 2021.
In relation to our equity compensation plans, we recognized $17.0 million and $6.7 million in windfall tax benefits for the years ended December 31, 2023 and 2022, respectively. We recognized $1.6 million of tax deficiencies for the year ended December 31, 2021.
Subsequent Events
In January 2024, the Compensation Committee made the following awards under the 2010 TRGP Plan.
20,414 shares of restricted stock to our outside directors that will vest in January 2025.
128,316 shares of RSUs to executive management for the 2024 compensation cycle that will vest in January 2027.
128,316 shares of PSUs to executive management for the 2024 compensation cycle that will vest in January 2027.
In January 2024, 23,518 shares of director grants vested with no shares withheld to satisfy tax withholding obligations.
In January 2024, 320,549 shares of RSUs vested with 127,443 shares withheld to satisfy tax withholding obligations.
In January 2024, 765,478 shares of 2021 PSUs vested with 296,600 shares withheld to satisfy tax withholding obligations.
Targa 401(k) Plan
We have a 401(k) plan whereby we match 100% of up to 5% of an employee’s contribution (subject to certain limitations in the plan). We also contribute an amount equal to 3% of each employee’s eligible compensation to the plan as a retirement contribution and may make additional contributions at our sole discretion. All Targa contributions are made 100% in cash. We made contributions to the 401(k) plan totaling $32.3 million, $26.6 million and $21.8 million during 2023, 2022 and 2021.
Note 23 — Segment Information
We operate in two primary segments: (i) Gathering and Processing, and (ii) Logistics and Transportation (also referred to as the Downstream Business). Our reportable segments include operating segments that have been aggregated based on the nature of the products and services provided.
Our Gathering and Processing segment includes assets used in the gathering and/or purchase and sale of natural gas produced from oil and gas wells, removing impurities and processing this raw natural gas into merchantable natural gas by extracting NGLs; and assets used for the gathering and terminaling and/or purchase and sale of crude oil. The Gathering and Processing segment’s assets are located in the Permian Basin of West Texas and Southeast New Mexico (including the Midland, Central and Delaware Basins); the Eagle Ford Shale in South Texas; the Barnett Shale in North Texas; the Anadarko, Ardmore, and Arkoma Basins in Oklahoma (including the SCOOP and STACK) and South Central Kansas; the Williston Basin in North Dakota (including the Bakken and Three Forks plays); and the onshore and near offshore regions of the Louisiana Gulf Coast and the Gulf of Mexico.
Our Logistics and Transportation segment includes the activities and assets necessary to convert mixed NGLs into NGL products and also includes other assets and value-added services such as transporting, storing, fractionating, terminaling, and marketing of NGLs and NGL products, including services to LPG exporters and certain natural gas supply and marketing activities in support of our other businesses. The Logistics and Transportation segment also includes Grand Prix, which connects our gathering and processing positions in the Permian Basin, Southern Oklahoma and North Texas with our Downstream facilities in Mont Belvieu, Texas. The associated
F-46
assets are generally connected to and supplied in part by our Gathering and Processing segment and, except for pipelines and smaller terminals, are located predominantly in Mont Belvieu and Galena Park, Texas, and in Lake Charles, Louisiana.
Other contains the unrealized mark-to-market gains/losses related to derivative contracts that were not designated as cash flow hedges. Elimination of inter-segment transactions are reflected in the corporate and eliminations column.
Reportable segment information is shown in the following tables:
| Year Ended December 31, 2023 | ||||||||||||||||||||
| Gathering and Processing | Logistics and Transportation | Other | Corporate and Eliminations | Total | ||||||||||||||||
| Revenues | ||||||||||||||||||||
| Sales of commodities | $ | 1,076.1 | $ | 12,610.5 | $ | 275.5 | $ | — | $ | 13,962.1 | ||||||||||
| Fees from midstream services | 1,366.5 | 731.7 | — | — | 2,098.2 | |||||||||||||||
| 2,442.6 | 13,342.2 | 275.5 | — | 16,060.3 | ||||||||||||||||
| Intersegment revenues | ||||||||||||||||||||
| Sales of commodities | 4,786.3 | 267.9 | — | (5,054.2 | ) | — | ||||||||||||||
| Fees from midstream services | 2.6 | 45.7 | — | (48.3 | ) | — | ||||||||||||||
| 4,788.9 | 313.6 | — | (5,102.5 | ) | — | |||||||||||||||
| Revenues | $ | 7,231.5 | $ | 13,655.8 | $ | 275.5 | $ | (5,102.5 | ) | $ | 16,060.3 | |||||||||
| Operating margin (1) | $ | 2,082.2 | $ | 1,948.7 | $ | 275.5 | ||||||||||||||
| Other financial information: | ||||||||||||||||||||
| Total assets (2) | $ | 12,685.2 | $ | 7,777.8 | $ | 4.2 | $ | 204.6 | $ | 20,671.8 | ||||||||||
| Goodwill | $ | 45.2 | $ | — | $ | — | $ | — | $ | 45.2 | ||||||||||
| Capital expenditures | $ | 1,514.7 | $ | 910.0 | $ | — | $ | 18.9 | $ | 2,443.6 |
| Year Ended December 31, 2022 | ||||||||||||||||||||
| Gathering and Processing | Logistics and Transportation | Other | Corporate and Eliminations | Total | ||||||||||||||||
| Revenues | ||||||||||||||||||||
| Sales of commodities | $ | 919.7 | $ | 18,448.7 | $ | (302.4 | ) | $ | — | $ | 19,066.0 | |||||||||
| Fees from midstream services | 1,157.3 | 706.5 | — | — | 1,863.8 | |||||||||||||||
| 2,077.0 | 19,155.2 | (302.4 | ) | — | 20,929.8 | |||||||||||||||
| Intersegment revenues | ||||||||||||||||||||
| Sales of commodities | 9,169.4 | 541.7 | — | (9,711.1 | ) | — | ||||||||||||||
| Fees from midstream services | 0.6 | 45.2 | — | (45.8 | ) | — | ||||||||||||||
| 9,170.0 | 586.9 | — | (9,756.9 | ) | — | |||||||||||||||
| Revenues | $ | 11,247.0 | $ | 19,742.1 | $ | (302.4 | ) | $ | (9,756.9 | ) | $ | 20,929.8 | ||||||||
| Operating margin (1) | $ | 1,981.0 | $ | 1,456.3 | $ | (302.4 | ) | |||||||||||||
| Other financial information: | ||||||||||||||||||||
| Total assets (2) | $ | 12,133.6 | $ | 7,175.7 | $ | — | $ | 250.7 | $ | 19,560.0 | ||||||||||
| Goodwill | $ | 45.2 | $ | — | $ | — | $ | — | $ | 45.2 | ||||||||||
| Capital expenditures | $ | 918.1 | $ | 453.0 | $ | — | $ | 23.3 | $ | 1,394.4 |
| Year Ended December 31, 2021 | ||||||||||||||||||||
| Gathering and Processing | Logistics and Transportation | Other | Corporate and Eliminations | Total | ||||||||||||||||
| Revenues | ||||||||||||||||||||
| Sales of commodities | $ | 606.8 | $ | 15,111.6 | $ | (115.9 | ) | $ | — | $ | 15,602.5 | |||||||||
| Fees from midstream services | 747.3 | 600.0 | — | — | 1,347.3 | |||||||||||||||
| 1,354.1 | 15,711.6 | (115.9 | ) | — | 16,949.8 | |||||||||||||||
| Intersegment revenues | ||||||||||||||||||||
| Sales of commodities | 6,067.9 | 409.5 | — | (6,477.4 | ) | — | ||||||||||||||
| Fees from midstream services | 3.5 | 38.6 | — | (42.1 | ) | — | ||||||||||||||
| 6,071.4 | 448.1 | — | (6,519.5 | ) | — | |||||||||||||||
| Revenues | $ | 7,425.5 | $ | 16,159.7 | $ | (115.9 | ) | $ | (6,519.5 | ) | $ | 16,949.8 | ||||||||
| Operating margin (1) | $ | 1,325.3 | $ | 1,264.3 | $ | (115.9 | ) | |||||||||||||
| Other financial information: | ||||||||||||||||||||
| Total assets (2) | $ | 7,998.1 | $ | 7,041.9 | $ | 14.0 | $ | 154.2 | $ | 15,208.2 | ||||||||||
| Goodwill | $ | 45.2 | $ | — | $ | — | $ | — | $ | 45.2 | ||||||||||
| Capital expenditures | $ | 471.7 | $ | 78.1 | $ | — | $ | 10.7 | $ | 560.5 |
(1)
Operating margin is calculated by subtracting Product purchases and fuel and Operating expenses from Revenues.
(2)
Assets in the Corporate and Eliminations column primarily include tax-related assets, cash, prepaids and debt issuance costs for our revolving credit facilities.
F-47
The following table shows our consolidated revenues disaggregated by product and service for the periods presented:
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Sales of commodities: | ||||||||||||
| Revenue recognized from contracts with customers: | ||||||||||||
| Natural gas | $ | 2,421.3 | $ | 5,470.2 | $ | 3,523.9 | ||||||
| NGL | 10,580.2 | 13,785.2 | 12,210.8 | |||||||||
| Condensate and crude oil | 519.5 | 565.3 | 358.4 | |||||||||
| 13,521.0 | 19,820.7 | 16,093.1 | ||||||||||
| Non-customer revenue: | ||||||||||||
| Derivative activities - Hedge | 153.4 | (373.0 | ) | (417.3 | ) | |||||||
| Derivative activities - Non-hedge (1) | 287.7 | (381.7 | ) | (73.3 | ) | |||||||
| 441.1 | (754.7 | ) | (490.6 | ) | ||||||||
| Total sales of commodities | 13,962.1 | 19,066.0 | 15,602.5 | |||||||||
| Fees from midstream services: | ||||||||||||
| Revenue recognized from contracts with customers: | ||||||||||||
| Gathering and processing | 1,342.8 | 1,137.2 | 730.3 | |||||||||
| NGL transportation, fractionation and services | 261.1 | 285.1 | 190.6 | |||||||||
| Storage, terminaling and export | 440.7 | 372.2 | 379.7 | |||||||||
| Other | 53.6 | 69.3 | 46.7 | |||||||||
| Total fees from midstream services | 2,098.2 | 1,863.8 | 1,347.3 | |||||||||
| Total revenues | $ | 16,060.3 | $ | 20,929.8 | $ | 16,949.8 |
(1)
Represents derivative activities that are not designated as hedging instruments under ASC 815.
The following table shows a reconciliation of reportable segment Operating margin to Income (loss) before income taxes for the periods presented:
| Year Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Reconciliation of reportable segment operating margin to income (loss) before income taxes: | ||||||||||||
| Gathering and Processing operating margin | $ | 2,082.2 | $ | 1,981.0 | $ | 1,325.3 | ||||||
| Logistics and Transportation operating margin | 1,948.7 | 1,456.3 | 1,264.3 | |||||||||
| Other operating margin | 275.5 | (302.4 | ) | (115.9 | ) | |||||||
| Depreciation and amortization expense | (1,329.6 | ) | (1,096.0 | ) | (870.6 | ) | ||||||
| General and administrative expense | (348.7 | ) | (309.7 | ) | (273.2 | ) | ||||||
| Other operating income (expense) | (1.5 | ) | (0.2 | ) | (12.4 | ) | ||||||
| Impairment of long-lived assets | — | — | (452.3 | ) | ||||||||
| Interest expense, net | (687.8 | ) | (446.1 | ) | (387.9 | ) | ||||||
| Equity earnings (loss) | 9.0 | 9.1 | (23.9 | ) | ||||||||
| Gain (loss) from financing activities | (2.1 | ) | (49.6 | ) | (16.6 | ) | ||||||
| Gain (loss) from sale of equity method investment | — | 435.9 | — | |||||||||
| Other, net | (3.2 | ) | (15.1 | ) | 0.1 | |||||||
| Income (loss) before income taxes | $ | 1,942.5 | $ | 1,663.2 | $ | 436.9 |
F-48
Previous: Item 16. Form 10-K Summary