Targa Resources (TRGP) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A104 rewritten37 added74 removed519 unchanged
All filing items1,286 rewritten467 added494 removed2,901 unchanged
Summary
counted, not written
- Item 1A lists 42 risk factor headings: 0 new, 8 reworded and 34 unchanged since FY2023. 1 heading from FY2023 no longer appears.
- Sentence by sentence, 467 added, 494 removed, 1,286 rewritten and 2,901 unchanged across 17 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (1)
- Our and our customers’ operations are subject to a number of risks arising out of the threat of climate change, including increasingly stringent regulations for methane and other emissions from the oil and gas sector, that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, reduce demand for the products and services we provide, and reduce our or our customers’ ability to access capital.
Reworded Item 1A headings (8)
- If third-party pipelines and other facilities interconnected to our natural gas and crude oil gathering systems, terminals and processing facilities [added: or to our NGL pipelines, fractionators and storage facilities] become partially or fully unavailable to transport natural gas, NGLs and crude oil, our revenues could be adversely affected.
[removed: Continuing or worsening inflationary][added: Inflationary] issues and associated changes in monetary policy have resulted in and may result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.- Our future tax liability may be greater than expected if our NOL carryforwards are limited, we do not generate expected deductions,
[removed: or]tax authorities successfully challenge certain of our tax[removed: positions.][added: positions or from changes in tax laws.] - Future sales of our common stock
[removed: in the public market]could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us. [removed: Continued increases][added: Increases] in interest rates, due to associated Federal Reserve policies or otherwise, could adversely affect our cost of capital, which could increase our funding costs and reduce the overall profitability of our business.[removed: Increasing stakeholder][added: Stakeholder] and market attention to sustainability matters and disclosure obligations may impact our business.[removed: Laws, regulations][added: State laws] and[removed: executive orders][added: regulations] limiting hydraulic fracturing activities could result in restrictions, delays or cancellations in drilling and completing new oil and natural gas wells by our customers, which could adversely impact our revenues by decreasing the volumes of natural gas, NGLs or crude oil through our facilities and reducing the utilization of our assets.- We are
[removed: or may become]subject to cybersecurity and data privacy[removed: laws,][added: laws and] regulations, [added: and we may become subject to] litigation and directives relating to our processing of personal information.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
104 rewritten, 37 added, 74 removed, 519 unchanged
If third-party pipelines and other facilities interconnected to our natural gas and crude oil gathering systems, terminals and processing facilities [added: or to our NGL pipelines, fractionators and storage facilities] become partially or fully unavailable to transport natural gas, NGLs and crude oil, our revenues could be adversely affected.
[removed: Continuing or worsening inflationary] [added: Inflationary] issues and associated changes in monetary policy have resulted in and may result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.
Our future tax liability may be greater than expected if our NOL carryforwards are limited, we do not generate expected deductions, [removed: or] tax authorities successfully challenge certain of our tax [removed: positions.][added: positions or from changes in tax laws.]
Future sales of our common stock [removed: in the public market] could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
[removed: Continued increases] [added: Increases] in interest rates, due to associated Federal Reserve policies or otherwise, could adversely affect our cost of capital, which could increase our funding costs and reduce the overall profitability of our business.
Our and our customers’ operations are subject to a number of risks arising out of the threat of climate change, including [added: the potential for] increasingly stringent regulations for methane [removed: or] [added: and] other [added: GHG] emissions from the oil and gas sector, that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, reduce demand for the products and services we provide, and reduce our or our customers’ ability to access capital.
[removed: Increasing stakeholder] [added: Stakeholder] and market attention to sustainability matters and disclosure obligations may impact our business.
[removed: Laws, regulations] [added: State laws] and [removed: executive orders] [added: regulations] limiting hydraulic fracturing activities could result in restrictions, delays or cancellations in drilling and completing new oil and natural gas wells by our customers, which could adversely impact our revenues by decreasing the volumes of natural gas, NGLs or crude oil through our facilities and reducing the utilization of our assets.
We are [removed: or may become] subject to cybersecurity and data privacy [removed: laws,] [added: laws and] regulations, [added: and we may become subject to] litigation and directives relating to our processing of personal information.
general economic conditions and economic conditions impacting our primary markets, including the impact of [removed: continued] [added: proposed tariffs,] inflation and [removed: rising] [added: increases in] interest rates and associated changes in monetary policy;
the impact of energy conservation [removed: efforts and] [added: efforts, including] the [removed: related] [added: promotion of the] transition to a low carbon [removed: economy, as a result of the IRA or otherwise;][added: economy;]
[removed: Our primary] [added: Some of the commercial agreements in our] natural gas gathering and processing [added: business are percent-of-proceeds] arrangements that expose us to commodity price [removed: risk are our percent-of-proceeds arrangements.][added: risk.]
Under [removed: these] [added: our percentage-of-proceeds] arrangements, we generally process natural gas from producers and remit to the producers an agreed percentage of the proceeds from the sale of residue gas and NGL products at market prices or a percentage of residue gas and NGL products at the tailgate of our processing facilities.
[added: regulations, global competition, reduced demand by consumers for products made with NGL products (for example, reduced petrochemical demand observed due to lower activity in the automobile and construction industries), reduced demand for] propane or butane exports whether for price or other reasons, increased competition from petroleum-based feedstocks due to pricing differences, mild winter weather for some NGL applications or other reasons, could result in a decline in the volume of NGL products we handle or reduce the fees we charge for our services.
Changes in the mandated composition of motor gasoline resulting from governmental regulation, and in demand for ethylene and propylene, could [removed: adversely] affect demand for natural gasoline.
Even if new natural gas or crude oil reserves are discovered in areas served by our assets, producers may choose [added: not to develop those reserves.]
*If third-party pipelines and other facilities interconnected to our natural gas and crude oil gathering systems, terminals and processing facilities [added: or to our NGL pipelines, fractionators and storage facilities] become partially or fully unavailable to transport natural gas, NGLs and crude oil, our revenues could be adversely affected.*
We depend upon third-party pipelines, storage and other facilities that provide delivery options to and from our gathering and processing [added: facilities and our NGL pipelines, fractionators and storage] facilities.
[removed: Additionally, the federal Tenth Circuit Court of Appeals has held that tribal] ownership of even a very small fractional interest in an allotted land, that is, tribal land owned or at one time owned by an individual Indian landowner, bars condemnation of any interest in the allotment.
For example, following Texas Governor Greg Abbott’s direction to adopt rules related to weather resiliency, in August 2022, the Texas Railroad Commission adopted the Weather Emergency Preparedness Standards rule, which requires critical gas facilities on the state’s Electricity Supply Chain Map (including gas pipelines that directly serve electricity generation) to (i) weatherize to help ensure sustained operations during a weather emergency, (ii) correct known issues that caused weather-related forced stoppages and (iii) [added: contact the Texas Railroad Commission if a facility sustains a weather-related forced stoppage during a weather emergency.]
[removed: If, upon inspection,] [added: If] we are required to further weatherize or update weatherization of certain facilities, we may incur significant costs to complete any additional weatherization.
damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, earthquakes, tornadoes, floods, fires, extreme temperatures, and other natural disasters, explosions, [removed: cyber attacks,] [added: cyberattacks,] and acts of terrorism;
For example, following the occurrence of severe hurricanes along the U.S. Gulf [removed: Coast in recent years,] [added: Coast,] insurance premiums, deductibles and co-insurance requirements increased substantially, and terms were generally less favorable than terms that could be obtained prior to such hurricanes, with some coverage unavailable at any cost.
The long-term impact of terrorist [removed: attacks, such as the] attacks [removed: that occurred on September 11, 2001,] and the threat of future terrorist attacks on our industry in general and on us in particular is not known at this time.
[removed: Increased regulatory] [added: Regulatory] attention to environmental justice matters at the federal and state level may also provide communities opposed to our operations with greater opportunities to challenge or delay the permitting approval process.
A cyber incident could occur and result in information theft, data corruption, operational [removed: disruption ,disclosure] [added: disruption, disclosure] of business sensitive, confidential or personally identifiable information, misdirected wire transfers, reputational harm, and financial loss.*
Our technologies, systems, networks, including our operational technology systems, and those of our business partners may become the target of [removed: cyber-attacks] [added: cyberattacks] or security breaches.
Our technologies, systems and networks, and those of our vendors, suppliers, customers and other business partners, may become the target of [removed: cyber-attacks] [added: cyberattacks] or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or could adversely disrupt our business operations.
As the breadth and complexity of the technologies we use continue to grow, including as a result of the use of [added: artificial intelligence,] mobile devices, cloud [removed: services,] [added: computing,] open source software, social media and the increased reliance on devices connected to the internet, the potential risk of security breaches and cybersecurity attacks also increases.
Despite ongoing efforts to improve our ability to protect data from compromise, we may not be able to protect all [removed: of our] data across our diverse systems.
We face risks related to [removed: the outbreak of illnesses, pandemics and other] [added: major] public health crises that are outside of our control and could significantly disrupt our operations and [added: demand for our services, which could] adversely affect our financial condition.
A [removed: material decrease] [added: reduction] in [removed: such] divestitures [added: of energy assets by industry participants] or [added: a decrease] in opportunities for [removed: economic commercial] [added: industry] expansion [removed: would] [added: could] limit our opportunities for future growth projects or acquisitions and could adversely affect our operations and cash flows available to pay cash dividends to our stockholders.
Without the concurrence of joint venture participants [removed: with enough] [added: holding sufficient] voting interests, we may be unable to cause [removed: any of] our joint ventures to take or not take certain actions, even though taking or preventing those actions may be in [removed: our] [added: the] best interests [removed: or] [added: of] the particular joint [removed: venture.][added: venture or us.]
[removed: These enhancements require a significant commitment of resources,] personnel and the development and maintenance of formalized internal reporting procedures to ensure the reliability of our financial reporting.
[removed: *Continuing or worsening inflationary] [added: *Inflationary] issues and associated changes in monetary policy have resulted in and may result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.*
[added: Although the rate of inflation has generally declined since the second half of 2022, inflationary pressures] remain volatile and have resulted in and may result in additional increases to the costs of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.
[removed: Although it is currently anticipated that] [added: To] the [removed: U.S. Federal Reserve will make cuts to benchmark interest rates in 2024, such cuts] [added: extent elevated inflation levels exist, we] may [removed: not occur] [added: experience further cost increases for our operations, including services, labor] and [added: equipment cost increases, and] any [removed: continued increase] [added: subsequent increases] in benchmark interest rates could have the effect of raising the cost of capital and depressing economic growth, either of which (or the combination thereof) could negatively impact the financial and operating results of our business.
We cannot predict any future trends in the rate of [removed: inflation,] [added: inflation and U.S. international trade policies,] or any resultant changes in monetary policy, and a significant increase in inflation, to the extent we are unable to recover higher costs through higher prices and revenues, and/or higher interest rates would negatively impact our business, financial condition and results of operations.
Any [removed: additional] impairment charges that we may take in the future could be material to our financial statements.
*Our future tax liability may be greater than expected if our NOL carryforwards are limited, we do not generate expected deductions, [removed: or] tax authorities successfully challenge certain of our tax [removed: positions.*][added: positions or from changes in tax laws.*]
Our commercial agreements across our Gathering and Processing and Logistics and Transportation businesses with our customers are predominantly fee-based arrangements, whereby we charge a fee for unit of throughput.
Certain of these have commodity price protection features.
A reduction in demand for NGL products, whether because of general or industry-specific economic conditions, government
Additionally, the federal Tenth Circuit Court of Appeals has held that tribal
The rule has been subject to litigation, and in August 2024, the D.C. Circuit Court agreed with the challengers that PHMSA had failed to conduct an adequate cost-benefit analysis of four of the new standards, vacating those aspects of the rules.
These enhancements require a significant commitment of resources,
The U.S. Federal Reserve made cuts to benchmark interest rates in 2024; however, there is no guarantee that additional cuts will occur.
Additionally, there is uncertainty about the trade policies of the new Presidential administration, particularly when pertaining to treaties, tariffs and other limitations on international trade.
We may experience increases in operating costs as a result of such policies.
As of December 31, 2024, we have U.S. federal NOL carryforwards of $4.7 billion, which do not expire under current tax laws.
We cannot predict our future cash tax payments and tax liabilities given the recent change in Presidential administrations.
For
As of December 31, 2024, certain of our and the Partnership’s debt were at variable interest rates.
See “Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.”
Our derivative positions are unsecured.
If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing
However, at this time, it remains uncertain whether the new Presidential administration will take any action to revise or repeal the methane emissions fee or if Congress may take action to repeal or revise the IRA, including with respect to the methane emissions fee.
The rules have been subject to legal challenge, and may also be repealed or modified by the Presidential administration or Congress, though we cannot predict the substance or timing of such changes, if any.
However, in January 2025, an executive order withdrew the United States from the Paris Agreement and from any commitments made under the United Nations Framework Convention on Climate Change.
Additionally, the executive order revokes any purported financial commitment made by the United States pursuant to the same.
It is unclear what participation, if any, the United States will have in future United Nations climate-related efforts, and the full impact of these developments is uncertain at this time.
For instance, in the United States, the prior Presidential administration issued several
The use of executive orders in the United States to advance political objectives of Presidential administrations increases regulatory uncertainty for us.
Other administrations may issue executive orders that are more favorable to the development and consumption of hydrocarbons.
Regulations may be focused on addressing climate change and may impact the costs to produce, or demand for, oil and gas.
Additionally, in April 2024, the BLM finalized a rule that would limit flaring from well sites on federal lands, as well as require an operator to submit a waste minimization plan or a self-certification statement committing the operator to capturing 100% of the gas produced from a well and pay royalties on lost gas as part of the permit application process.
This rule is currently subject to litigation and its implementation has been halted in North Dakota, Texas, Utah, Montana and Wyoming.
However, implementation of the rule has been stayed pending the outcome of legal challenges, and the future of the rule is uncertain at this time following the change in Presidential administrations.
Attention to climate change, for example, may result in demand
For example, the SEC has recently taken enforcement action against companies for ESG-related misconduct, including alleged greenwashing.
The Good Neighbor Plan has been stayed by the U.S. Supreme Court, although the EPA is pursuing a supplemental final action concerning the rule; in December 2024, for example, the EPA issued a notice addressing a particular concern that the U.S. Supreme Court preliminary finding had not been adequately explained upon the granting of applications to stay enforcement of the Good Neighbor Plan.
While the new Presidential administration may decline to pursue the rule or take other modifying actions, such actions and their timing cannot be predicted.
Additionally, we cannot predict what actions the new Presidential administration may take with respect to these regulations and the timing of any such actions.
As a result, there is significant uncertainty with respect to wetlands regulations under the Clean Water Act at this time.
The Corps has been engaged in a formal review of NWP 12 as a result of these actions.
For example, Texas has enacted data privacy legislation.
A reduction in demand for NGL products, whether because of general or industry-specific economic conditions, new government regulations, including the IRA, global competition, reduced demand by consumers for products made with NGL products (for example, reduced petrochemical demand observed due to lower activity in the automobile and construction industries), reduced demand for
not to develop those reserves.
contact the Texas Railroad Commission if a facility sustains a weather-related forced stoppage during a weather emergency.
Inspectors from the Critical Infrastructure Division of the Texas Railroad Commission began inspections on December 1, 2022.
In May 2021, a ransomware attack on a major U.S. refined products pipeline forced the operator to temporarily shut down the pipeline, resulting in disruption of fuel supplies along the East Coast.
For example, the effects of the COVID-19 pandemic, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing in addition to other actions taken by both businesses and governments, resulted in a significant and swift reduction in international and U.S. economic activity.
Our growth and acquisition strategy is based, in part, on our expectation of ongoing divestitures of energy assets by industry participants and new opportunities created by industry expansion.
Although the rate of inflation has generally declined since the second half of 2022, the rate of inflation remains higher than historical averages, and inflationary pressures
To the extent elevated inflation remains, we may experience further cost increases for our operations, including services, labor costs and equipment if our operating activity increases.
For example, in the fourth quarter of 2021, we recorded a non-cash pre-tax impairment of $452.3 million primarily associated with the partial impairment of gas processing facilities and gathering systems associated with our Central operations in our Gathering and Processing segment.
For further discussion of our impairments of long-lived assets, see Note 5 — Property, Plant and Equipment and Intangible Assets of the “Consolidated Financial Statements” included in this Annual Report.
For example, in March 2020, our board of directors approved a reduction in our quarterly cash dividend to $0.10 per share for the quarter ended March 31, 2020 and maintained such dividend amount through the quarter ended September 30, 2021.
Our board of directors may also determine that an increase in our dividend is appropriate.
For example, for the first quarter of 2024, management intends to recommend to our board of directors an increase to the Company’s common dividend to $0.75 per common share or $3.00 per common share annualized.
The recommended common dividend per share increase, if approved, would be effective for the first quarter of 2024 and payable in May 2024.
As of December 31, 2023, we have U.S. federal NOL carryforwards of $5.5 billion, $857.4 million of which will expire in 2037 while others have no expiration date.
As of December 31, 2023, our total indebtedness was $13,074.2 million, excluding $29.5 million of unamortized discounts and $90.8 million of debt issuance costs, of which $11,534.4 million was at fixed interest rates, $1,250.0 million was at variable interest rates and $289.8 million consisted of finance lease liabilities.
A hypothetical change of 100 basis points in the rate of our variable interest rate debt would impact our consolidated annual interest expense by $12.5 million based on our December 31, 2023 debt balances.
We additionally had $2.6 billion of additional borrowing capacity available under the TRGP Revolver after accounting for $22.3 million of letters of credit, under which borrowing is exposed to such increases in variable interest rates.
We have a substantial amount of indebtedness.
As of December 31, 2023, we had $6.5 billion outstanding TRGP senior unsecured notes, excluding $29.5 million of unamortized discounts and $5.0 billion outstanding of the Partnership’s senior unsecured notes.
We also had $575.0 million outstanding under the Securitization Facility.
In addition, we had $500.0 million of borrowings outstanding under the Term Loan Facility, no borrowings outstanding under the TRGP Revolver, $22.3 million of letters of credit outstanding, $175.0 million of borrowings outstanding under the Commercial Paper Program and $2.6 billion of additional borrowing capacity available under the TRGP Revolver.
For the years ended December 31, 2023, 2022 and 2021, our consolidated interest expense, net was $687.8 million, $446.1 million and $387.9 million, respectively.
In February 2024, S&P upgraded Targa’s rating to “BBB”.
Following the release of the collateral securing our TRGP Revolver in 2022 as a result of our investment grade credit rating, our derivative positions are no longer secured.
These agreements include or likely will include covenants that, among other things, restrict our ability to:
The threat of climate change continues to attract considerable attention in the United States and in foreign countries.
However, because the U.S. Supreme Court has held that GHG emissions constitute
Under the final rules, states have two years to prepare and submit their plans to impose methane emission controls on existing sources.
The presumptive standards established under the final rule are generally the same for both new and existing sources and include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions, reduction of emissions by 95% through capture and control systems, zero-emission requirements for certain devices, and the establishment of a “super emitter” response program that would allow third parties to make reports to EPA of large methane emission events, triggering certain investigation and repair requirements.
It is likely, however, that the final rule and its requirements will be subject to legal challenges.
In November 2021 at the 26th Conference of the Parties (“COP26”), the United States and the EU jointly announced the launch of a Global Methane Pledge, an initiative which over 100 countries joined, committing to a collective goal of reducing global methane emissions by at least 30 percent from 2020 levels by 2030, including “all feasible reductions” in the energy sector.
At COP27 in Sharm El-Sheik in November 2022, countries reiterated the agreements from COP26 and were called upon to accelerate efforts toward the phase out of inefficient fossil fuel subsidies.
The U.S. also announced, in conjunction with the EU and other partner countries, that it would develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.
At COP28 in December 2023, parties agreed to transition away from fossil fuels in energy systems and increase renewable energy capacity, although no timeline for doing so was set.
The impacts of these actions, orders, pledges, and agreements, and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement, COP26, COP27, COP28, or other international conventions cannot be predicted at this time, and it is unclear what additional initiatives may be adopted or implemented that may have adverse effects on our operations.
Additionally, such agreements could result in increased pressure among financial institutions and various stakeholders to reduce or otherwise impose more stringent limitations on funding for, and increased potential opposition to, the production and use of fossil fuels.
Other actions relating to oil and natural gas production activities that could be pursued by the Biden Administration may include more restrictive requirements for the establishment of oil and natural gas pipeline
infrastructure or the permitting of liquefied natural gas export facilities.
An excerpt. Shown here: 40 of 104 rewritten, all 37 added and 40 of 74 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
186 rewritten, 63 added, 97 removed, 363 unchanged
Risk Factors.” Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Annual Report can be found in Part II, Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]
We expect our results of operations to continue to be affected by the following key trends: commodity prices, volume throughput and demand for our products and services, contract terms and mix, the impact of our hedging activities, the cost to operate and support assets, volatile capital [removed: markets, competition] [added: markets] and [removed: increased regulation.][added: competition.]
[removed: The] [added: While we have a] significant level of margin [added: that] we derive from fee-based arrangements across our operations and particularly [removed: in] [added: for] our [added: assets in the] Downstream [removed: Business combined] [added: Business, our contract mix, along] with our [added: commodity] hedging [removed: arrangements helps] [added: program, serves] to mitigate [removed: our exposure to] [added: the impact of] commodity price [removed: movements.][added: movements on our cash flows.]
[removed: 2022: 43%] [added: 2024: 44%] ethane, 32% propane, [removed: 12%] [added: 11%] normal butane, 4% isobutane and 9% natural gasoline
We believe we have sufficient access to financial resources and liquidity necessary to meet our requirements for working capital, debt service payments and capital expenditures in [removed: 2023] [added: 2025] and beyond.
These include: (i) throughput volumes, facility efficiencies and fuel consumption, (ii) operating expenses, (iii) capital expenditures and (iv) the following non-GAAP measures: adjusted EBITDA, [removed: distributable] [added: adjusted] cash [removed: flow,] [added: flow from operations,] adjusted free cash flow and adjusted operating margin (segment).
Adjusted EBITDA, [removed: distributable] [added: adjusted] cash [removed: flow,] [added: flow from operations,] adjusted free cash flow and adjusted operating margin (segment) are non-GAAP measures.
[removed: *Distributable] [added: *Adjusted] Cash Flow* [removed: *and] [added: *from Operations and] Adjusted Free Cash Flow*
We define [removed: distributable] [added: adjusted free] cash flow as adjusted [removed: EBITDA less] cash [removed: interest expense on debt obligations, cash tax (expense) benefit and] [added: flow from operations less] maintenance capital expenditures (net of any reimbursements of project [removed: costs).][added: costs) and growth capital expenditures, net of contributions from noncontrolling interest and including contributions to investments in unconsolidated affiliates.]
[removed: We define adjusted free cash flow as distributable cash flow less growth] [added: Represents] capital expenditures, net of contributions from noncontrolling [removed: interest] [added: interests] and [removed: net] [added: includes] contributions to investments in unconsolidated affiliates.
[removed: Distributable] [added: Adjusted] cash flow [added: from operations] and adjusted free cash flow are performance measures used by us and by external users of our financial statements, such as investors, commercial banks and research analysts, to assess our ability to generate cash earnings (after servicing our debt and funding capital expenditures) to be used for corporate purposes, such as payment of dividends, retirement of debt or redemption of other financing arrangements.
The following [removed: tables reconcile] [added: table reconciles] the non-GAAP financial measures used by management to the most directly comparable GAAP measures for the periods [removed: indicated.][added: indicated:]
| Reconciliation of Net income (loss) attributable to Targa Resources Corp. to Adjusted EBITDA, [removed: Distributable] [added: Adjusted] Cash Flow [added: from Operations] and Adjusted Free Cash Flow | | | | | | | |
| Net income (loss) attributable to Targa Resources Corp. | $ | [removed: 1,345.9] [added: 1,312.0] | | | $ | [removed: 1,195.5] [added: 1,345.9] | |
| Interest (income) expense, net | | [removed: 687.8] [added: 767.2] | | | | [removed: 446.1] [added: 687.8] | |
| Income tax expense (benefit) | | [removed: 363.2] [added: 384.5] | | | | [removed: 131.8] [added: 363.2] | |
| Depreciation and amortization expense | | [removed: 1,329.6] [added: 1,423.0] | | | | [removed: 1,096.0] [added: 1,329.6] | |
| (Gain) loss on sale or disposition of assets | | [removed: (5.3] [added: (3.1] | ) | | | [removed: (9.6] [added: (5.3] | ) |
| Write-down of assets | | [removed: 6.9] [added: 6.2] | | | | [removed: 9.8] [added: 6.9] | |
| (Gain) loss from financing activities [removed: (1)] | | [removed: 2.1] [added: 0.8] | | | | [removed: 49.6] [added: 2.1] | |
| Equity (earnings) loss | | [removed: (9.0] [added: (9.4] | ) | | | [removed: (9.1] [added: (9.0] | ) |
| Distributions [removed: (contributions)] from unconsolidated [removed: affiliates, net] [added: affiliates] | | [removed: 18.6] [added: 25.3] | | | | [removed: 27.2] [added: 18.6] | |
| Compensation on equity grants | | [removed: 62.4] [added: 63.2] | | | | [removed: 57.5] [added: 62.4] | |
| Risk management activities | | [removed: (275.4] [added: 164.6] | [removed: )] | | | [removed: 302.5] [added: (275.4] | [added: )] |
| Noncontrolling interests adjustments [removed: (3)] [added: (1)] | | [removed: (3.7] [added: 3.9] | [removed: )] | | | [removed: 15.8] [added: (3.7] | [added: )] |
| Litigation expense [removed: (4)] [added: (2)] | | [removed: 6.9] [added: 4.1] | | | | [removed: —] [added: 6.9] | |
| Adjusted EBITDA | $ | [removed: 3,530.0] [added: 4,142.3] | | | $ | [removed: 2,901.1] [added: 3,530.0] | |
| Interest expense on debt obligations [removed: (5)] [added: (3)] | | [removed: (675.8] [added: (752.4] | ) | | | [removed: (447.6] [added: (675.8] | ) |
| Maintenance capital expenditures, net [removed: (6)] [added: (4)] | | [removed: (223.4] [added: (231.9] | ) | | | [removed: (168.1] [added: (223.4] | ) |
| Cash taxes | | [removed: (13.6] [added: (17.5] | ) | | | [removed: (6.7] [added: (13.6] | ) |
| Growth capital expenditures, net [removed: (6)] [added: (4)] | | [removed: (2,224.5] [added: (3,000.4] | ) | | | [removed: (1,177.2] [added: (2,224.5] | ) |
| Adjusted Free Cash Flow | $ | [removed: 392.7] [added: 140.1] | | | $ | [removed: 1,101.5] [added: 392.7] | |
| | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | |
| Sales of commodities | $ | [removed: 13,962.1] [added: 13,891.8] | | | $ | [removed: 19,066.0] [added: 13,962.1] | | | $ | [removed: (5,103.9] [added: (70.3] | ) | | [removed: (27] [added: (1] | %) |
| Fees from midstream services | | [removed: 2,098.2] [added: 2,489.7] | | | | [removed: 1,863.8] [added: 2,098.2] | | | | [removed: 234.4] [added: 391.5] | | | [removed: 13] [added: 19] | % |
| Total revenues | | [removed: 16,060.3] [added: 16,381.5] | | | | [removed: 20,929.8] [added: 16,060.3] | | | | [removed: (4,869.5] [added: 321.2] | [removed: )] | | [removed: (23] [added: 2] | [removed: %)] [added: %] |
| Product purchases and fuel | | [removed: 10,676.4] [added: 10,703.0] | | | | [removed: 16,882.1] [added: 10,676.4] | | | | [removed: (6,205.7] [added: 26.6] | [removed: )] | | [removed: (37] [added: —] | [removed: %)] |
| Operating expenses | | [removed: 1,077.9] [added: 1,175.6] | | | | [removed: 912.8] [added: 1,077.9] | | | | [removed: 165.1] [added: 97.7] | | | [removed: 18] [added: 9] | % |
| Depreciation and amortization expense | | [removed: 1,329.6] [added: 1,423.0] | | | | [removed: 1,096.0] [added: 1,329.6] | | | | [removed: 233.6] [added: 93.4] | | | [removed: 21] [added: 7] | % |
| 2024 | | | | | | | | | | | |
| 4th Quarter | $ | 2.80 | | | $ | 0.65 | | | $ | 69.40 | |
| 3rd Quarter | | 2.16 | | | | 0.59 | | | | 78.71 | |
| 2nd Quarter | | 1.89 | | | | 0.61 | | | | 79.97 | |
| 1st Quarter | | 2.24 | | | | 0.65 | | | | 75.61 | |
| 2024 Average | | 2.27 | | | | 0.63 | | | | 75.92 | |
We define adjusted cash flow from operations as adjusted EBITDA less cash interest expense on debt obligations and cash taxes.
| | 2024 | | | | 2023 | | |
| Adjusted Cash Flow from Operations | $ | 3,372.4 | | | $ | 2,840.6 | |
Represents adjustments related to our subsidiaries with noncontrolling interests, including depreciation and amortization expense as well as earnings for certain plants within our WestTX joint venture not subject to noncontrolling interest.
Excludes amortization of interest expense.
The year ended December 31, 2024 includes $55.8 million of interest expense associated with the Splitter Agreement ruling.
| Adjusted cash flow from operations (1) | | 3,372.4 | | | | 2,840.6 | | | | 531.8 | | | 19 | % |
The increase in interest expense, net, is due to recognition of cumulative interest on a 2024 legal ruling associated with the Splitter Agreement and higher borrowings, partially offset by higher capitalized interest.
Higher capitalized interest is due to system expansions and higher interest rates.
See Note 17 – Contingencies for additional information related to the legal ruling.
| December 31, 2024 | | $ | 2,312.4 | | | $ | 2,355.1 | | | $ | (164.6 | ) |
| SouthTX | | | 325.9 | | | | | 367.4 | | | | | (41.5 | ) | | | (11 | %) |
| SouthOK (5) | | | 351.7 | | | | | 385.0 | | | | | (33.3 | ) | | | (9 | %) |
| WestOK | | | 212.8 | | | | | 207.1 | | | | | 5.7 | | | | 3 | % |
| Badlands (5) (6) | | | 136.3 | | | | | 130.0 | | | | | 6.3 | | | | 5 | % |
| Coastal | | | 449.6 | | | | | 541.1 | | | | | (91.5 | ) | | | (17 | %) |
| Total | | | 7,433.6 | | | | | 6,898.2 | | | | | 535.4 | | | | 8 | % |
| SouthTX (5) | | | 32.8 | | | | | 40.9 | | | | | (8.1 | ) | | | (20 | %) |
| SouthOK (5) | | | 35.0 | | | | | 43.1 | | | | | (8.1 | ) | | | (19 | %) |
| WestOK | | | 15.1 | | | | | 12.5 | | | | | 2.6 | | | | 21 | % |
| Badlands (5) | | | 16.6 | | | | | 15.5 | | | | | 1.1 | | | | 7 | % |
| Coastal | | | 35.8 | | | | | 39.2 | | | | | (3.4 | ) | | | (9 | %) |
| Total | | | 946.2 | | | | | 864.5 | | | | | 81.7 | | | | 9 | % |
| | | | | | | | | | | $ | 95.6 | | | | | | | | | | | $ | 110.7 | |
*2024 Compared to 2023*
The increase in operating expenses was primarily due to higher volumes and multiple plant additions in the Permian.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating margin | | $ | | 2,355.1 | | | $ | | 1,948.7 | | | $ | | 406.4 | | | 21% |
| Operating expenses | | | | 362.3 | | | | | 332.0 | | | | | 30.3 | | | 9% |
| Fractionation volumes | | | | 936.1 | | | | | 798.1 | | | | | 138.0 | | | 17% |
| NGL sales | | | | 1,159.1 | | | | | 1,019.8 | | | | | 139.3 | | | 14% |
*2024 Compared to 2023*
| | | | | | | | | | | | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | | | | | | | | | | | |
| 4th Quarter | $ | 6.27 | | | $ | 0.72 | | | $ | 82.63 | |
| 3rd Quarter | | 8.19 | | | | 0.94 | | | | 91.64 | |
| 2nd Quarter | | 7.17 | | | | 1.09 | | | | 108.42 | |
| 1st Quarter | | 4.92 | | | | 1.04 | | | | 94.38 | |
| 2022 Average | | 6.64 | | | | 0.95 | | | | 94.27 | |
*Increased Regulation*
Additional regulation in various areas has the potential to materially impact our operations and financial condition.
For example, increased regulation of hydraulic fracturing used by producers and increased GHG emission regulations may cause reductions in supplies of natural gas, NGLs and crude oil from producers.
Please read *“Laws and regulations regarding hydraulic fracturing could result in restrictions, delays or cancellations in drilling and completing new oil and natural gas wells by our customers, which could adversely impact our revenues by decreasing the volumes of natural gas, NGLs or crude oil through our facilities and reducing the utilization of our assets”*, *“Our and our customers’ operations are subject to a number of risks arising out of the threat of climate change (including legislation or regulation to address climate change) that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, and reduce demand for the products and services we provide,” and “Increasing stakeholder and market attention to sustainability matters and disclosure obligations may impact our business”* under Item 1A.
of this Annual Report.
Similarly, the forthcoming rules and regulations of the CFTC may limit our ability or increase the cost to use derivatives, which could create more volatility and less predictability in our results of operations.
| | 2023 | | | | 2022 | | |
| (Gain) loss from sale of equity method investment | | — | | | | (435.9 | ) |
| Transaction costs related to business acquisition (2) | | — | | | | 23.9 | |
| Distributable Cash Flow | $ | 2,617.2 | | | $ | 2,278.7 | |
Gains or losses on debt repurchases or early debt extinguishments.
Includes financial advisory, legal and other professional fees, and other one-time transaction costs.
Noncontrolling interest portion of depreciation and amortization expense.
(5)
Excludes amortization of debt issuance costs.
(6)
Represents capital expenditures, net of contributions from noncontrolling interests and includes net contributions to investments in unconsolidated affiliates.
| Gain (loss) from sale of equity method investment | | — | | | | 435.9 | | | | (435.9 | ) | | (100 | %) |
| Dividends on Series A Preferred Stock | | — | | | | 30.0 | | | | (30.0 | ) | | (100 | %) |
| Deemed dividends on Series A Preferred Stock | | — | | | | 215.5 | | | | (215.5 | ) | | (100 | %) |
| Distributable cash flow (1) | | 2,617.2 | | | | 2,278.7 | | | | 338.5 | | | 15 | % |
The increase in interest expense, net is due to higher net borrowings primarily for the acquisition of certain assets in the Delaware Basin and the Grand Prix Transaction, and higher interest rates, partially offset by higher capitalized interest resulting from higher growth capital investments.
During 2022, we terminated our previous TRGP senior secured revolving credit facility (the “Previous TRGP Revolver”) and the Partnership’s senior secured revolving credit facility.
In addition, the Partnership redeemed its 5.375% Senior Notes due 2027 and its 5.875% Senior Notes due 2026.
These transactions resulted in a net loss from financing activities.
During 2022, we completed the sale of Targa GCX Pipeline LLC, which held a 25% equity interest in Gulf Coast Express Pipeline to a third party for $857 million (the “GCX Sale”) resulting in a gain from sale of an equity method investment.
See Note 4 - Acquisitions and Divestitures for further discussion.
The decrease in net income (loss) attributable to noncontrolling interests is primarily due to the Grand Prix Transaction and lower earnings allocated to our joint venture partner in WestTX.
The decrease in dividends on Series A Preferred is due to the full redemption of all of our issued and outstanding shares of Series A Preferred in May 2022.
See Note 11 – Preferred Stock for further discussion.
| December 31, 2022 | | | 1,981.0 | | | | 1,456.3 | | | | (302.4 | ) |
| SouthTX (6) | | | 367.4 | | | | | 276.5 | | | | | 90.9 | | | | 33 | % |
An excerpt. Shown here: 40 of 186 rewritten, 40 of 63 added and 40 of 97 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
20 rewritten, 8 added, 7 removed, 53 unchanged
In an effort to reduce the variability of our cash flows, we have entered into derivative instruments to hedge the commodity price associated with a portion of our expected natural gas, NGL and condensate equity volumes, future commodity purchases and sales, and transportation basis risk through [removed: 2027.][added: 2028.]
In an effort to reduce the variability of our cash flows, as of December 31, [removed: 2023,] [added: 2024,] we have hedged the commodity price associated with a portion of our expected (i) natural gas, NGL, and condensate equity volumes in our Gathering and Processing operations that result from our 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.
We also enter into commodity financial instruments to help manage other [removed: short term commodity related] [added: short-term commodity-related] business risks of our ongoing operations and in conjunction with marketing opportunities available to us in the operations of our logistics and transportation assets.
Since we receive from our customers substantially the same floating index price from the sale of the underlying physical commodity, these transactions are designed to effectively [removed: lock in] [added: lock-in] the agreed fixed price in advance for the volumes hedged.
The fair values of our natural gas and NGL hedges are based on published index prices for [removed: delivery at various locations, which closely approximate the actual natural gas and NGL delivery points.]
The following table shows the effect of hypothetical price movements on the estimated fair value of our derivative instruments as of December 31, [removed: 2023:][added: 2024:]
| | Fair Value | | | [added: |] Result of 10% Price Decrease | | | [added: |] Result of 10% Price Increase | | |
| | (In millions) | | | | | | | | | [added: | |]
During the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] our operating revenues increased (decreased) by [removed: $441.1] [added: $(245.4)] million and [removed: $(754.7)] [added: $441.1] million as a result of transactions accounted for as derivatives.
The estimated fair value of our risk management position has moved from a net [removed: liability] [added: asset] position of [removed: $255.8] [added: $74.4] million at December 31, [removed: 2022] [added: 2023] to a net [removed: asset] [added: liability] position of [removed: $74.4] [added: $172.2] million at December 31, [removed: 2023.][added: 2024.]
We are exposed to the risk of changes in interest rates, primarily as a result of variable rate borrowings under the [added: New] TRGP Revolver, the Commercial Paper [removed: Program, the Securitization Facility,] [added: Program] and the [removed: Term Loan] [added: Securitization] Facility.
As of December 31, [removed: 2023,] [added: 2024,] we do not have any interest rate hedges.
To the extent that interest rates increase, interest expense for the [added: New] TRGP Revolver, the Commercial Paper [removed: Program, the Securitization Facility] [added: Program] and the [removed: Term Loan] [added: Securitization] Facility will also increase.
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $1.3] [added: $1.5] billion in outstanding variable rate borrowings.
A hypothetical change of 100 basis points in the rate of our variable interest rate debt would impact our consolidated annual interest expense by [removed: $12.5] [added: $14.6] million based on our December 31, [removed: 2023] [added: 2024] debt balances.
We have master netting provisions in the [removed: ISDAs] [added: ISDA agreements] with our derivative counterparties.
These netting provisions allow us to net settle asset and liability positions with the same counterparties within the same Targa entity, and would reduce our maximum loss due to counterparty credit risk by [removed: $32.2] [added: $13.4] million as of December 31, [removed: 2023.][added: 2024.]
The range of losses attributable to our individual counterparties as of December 31, [removed: 2023] [added: 2024] would be between [removed: $0.2] [added: $0.0] million and [removed: $21.6] [added: $3.8] million, depending on the counterparty in default.
Our allowance for credit losses was $2.5 million [removed: and $2.2 million] as of [added: both] December 31, [removed: 2023] [added: 2024] and [removed: December 31, 2022, respectively.][added: 2023.]
[removed: No] [added: During the years ended December 31, 2024 and 2023, no] customer comprised 10% or greater of our consolidated [removed: revenues during the years ended December 31, 2023 and 2022, respectively.][added: revenues.]
delivery at various locations, which closely approximate the actual natural gas and NGL delivery points.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Natural gas | $ | (162.8 | ) | | $ | (105.6 | ) | | $ | (219.9 | ) |
| NGLs | | (20.4 | ) | | | 33.1 | | | | (74.0 | ) |
| Crude oil | | 11.0 | | | | 51.7 | | | | (29.7 | ) |
| Total | $ | (172.2 | ) | | $ | (20.8 | ) | | $ | (323.6 | ) |
The net liability position on our derivative contracts is primarily attributable to unfavorable movement in natural gas forward basis prices.
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Natural gas | $ | 12.9 | | $ | 43.2 | | $ | (17.3 | ) |
| NGLs | | 59.0 | | | 124.4 | | | (6.2 | ) |
| Crude oil | | 2.5 | | | 24.4 | | | (19.3 | ) |
| Total | $ | 74.4 | | $ | 192.0 | | $ | (42.8 | ) |
Forward commodity prices have decreased relative to the fixed prices on our derivative contracts, creating the net asset position.
Item 1. Financial Statements.
611 rewritten, 210 added, 219 removed, 885 unchanged
| | December 31, [removed: 2023] [added: 2024] | | | | December 31, [removed: 2022] [added: 2023] | | |
| Cash and cash equivalents | $ | [removed: 141.7] [added: 157.3] | | | $ | [removed: 219.0] [added: 141.7] | |
| Trade receivables, net of allowances of $2.5 million and [removed: $2.2] [added: $2.5] million [removed: at] [added: as of] December 31, [removed: 2023] [added: 2024] and [removed: December 31, 2022] [added: 2023] | | [removed: 1,471.0] [added: 1,618.3] | | | | [removed: 1,408.4] [added: 1,471.0] | |
| Inventories | | [removed: 371.5] [added: 334.3] | | | | [removed: 393.8] [added: 371.5] | |
| Assets from risk management activities | | [removed: 111.9] [added: 61.8] | | | | [removed: 179.9] [added: 111.9] | |
| Other current assets | | [removed: 98.5] [added: 124.6] | | | | [removed: 155.5] [added: 98.5] | |
| Total current assets | | [removed: 2,194.6] [added: 2,296.3] | | | | [removed: 2,356.6] [added: 2,194.6] | |
| Property, plant and equipment, net | | [removed: 15,806.4] [added: 18,062.7] | | | | [removed: 14,214.6] [added: 15,806.4] | |
| Intangible assets, net | | [removed: 2,350.6] [added: 1,977.4] | | | | [removed: 2,734.6] [added: 2,350.6] | |
| Long-term assets from risk management activities | | [removed: 33.3] [added: 25.3] | | | | [removed: 24.5] [added: 33.3] | |
| Investments in unconsolidated affiliates | | [removed: 146.3] [added: 193.3] | | | | [removed: 131.3] [added: 146.3] | |
| Other long-term assets | | [removed: 140.6] [added: 179.1] | | | | [removed: 98.4] [added: 140.6] | |
| Total assets | $ | [removed: 20,671.8] [added: 22,734.1] | | | $ | [removed: 19,560.0] [added: 20,671.8] | |
| [removed: LIABILITIES, SERIES A PREFERRED STOCK] [added: LIABILITIES] AND OWNERS’ EQUITY | | | | | | | |
| Accounts payable | $ | [removed: 1,574.9] [added: 2,012.5] | | | $ | [removed: 1,448.8] [added: 1,574.9] | |
| Accrued liabilities | | [removed: 281.7] [added: 336.0] | | | | [removed: 289.5] [added: 281.7] | |
| Interest payable | | [removed: 229.6] [added: 269.1] | | | | [removed: 174.0] [added: 229.6] | |
| Liabilities from risk management activities | | [removed: 54.0] [added: 167.3] | | | | [removed: 320.1] [added: 54.0] | |
| Current debt obligations | | [removed: 620.7] [added: 387.7] | | | | [removed: 834.3] [added: 620.7] | |
| Total current liabilities | | [removed: 2,760.9] [added: 3,172.6] | | | | [removed: 3,066.7] [added: 2,760.9] | |
| Long-term debt | | [removed: 12,333.2] [added: 13,786.9] | | | | [removed: 10,702.1] [added: 12,333.2] | |
| Long-term liabilities from risk management activities | | [removed: 16.8] [added: 92.0] | | | | [removed: 140.1] [added: 16.8] | |
| Deferred income taxes, net | | [removed: 535.8] [added: 872.1] | | | | [removed: 327.7] [added: 535.8] | |
| Other long-term liabilities | | [removed: 415.1] [added: 392.3] | | | | [removed: 341.2] [added: 415.1] | |
| Commitments and Contingencies (see Notes [removed: 17] [added: 16] and [removed: 18)] [added: 17)] | | | | | | | |
| Common [removed: stock] [added: Stock] ($0.001 par value, 450,000,000 shares authorized as of December 31, [removed: 2023] [added: 2024] and [removed: December 31, 2022)] [added: 2023)] | | 0.2 | | | | 0.2 | |
| Additional paid-in capital | | [removed: 3,058.8] [added: 3,089.1] | | | | [removed: 3,702.3] [added: 3,058.8] | |
| Retained earnings (deficit) | | [removed: 492.0] [added: 1,190.0] | | | | [removed: (626.8] [added: 492.0] | [removed: )] |
| Accumulated other comprehensive income (loss) | | [removed: 85.6] [added: 27.5] | | | | [removed: 54.7] [added: 85.6] | |
| Treasury stock, at cost [removed: (17,484,440] [added: (24,000,284] shares [removed: as of December 31, 2023] and [removed: 11,896,829] [added: 17,484,440] shares as of December 31, [removed: 2022)] [added: 2024 and 2023)] | | [removed: (896.9] [added: (1,714.4] | ) | | | [removed: (464.7] [added: (896.9] | ) |
| Total Targa Resources Corp. stockholders’ equity | | [removed: 2,739.7] [added: 2,592.4] | | | | [removed: 2,665.7] [added: 2,739.7] | |
| Noncontrolling interests | | [removed: 1,870.3] [added: 1,825.8] | | | | [removed: 2,316.5] [added: 1,870.3] | |
| Total owners’ equity | | [removed: 4,610.0] [added: 4,418.2] | | | | [removed: 4,982.2] [added: 4,610.0] | |
| Total [removed: liabilities, Series A Preferred Stock] [added: liabilities] and owners’ equity | $ | [removed: 20,671.8] [added: 22,734.1] | | | $ | [removed: 19,560.0] [added: 20,671.8] | |
| | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |
| Sales of commodities | $ | [removed: 13,962.1] [added: 13,891.8] | | | $ | [removed: 19,066.0] [added: 13,962.1] | | | $ | [removed: 15,602.5] [added: 19,066.0] | |
| Fees from midstream services | | [removed: 2,098.2] [added: 2,489.7] | | | | [removed: 1,863.8] [added: 2,098.2] | | | | [removed: 1,347.3] [added: 1,863.8] | |
| Total revenues | | [removed: 16,060.3] [added: 16,381.5] | | | | [removed: 20,929.8] [added: 16,060.3] | | | | [removed: 16,949.8] [added: 20,929.8] | |
| Product purchases and fuel | | [removed: 10,676.4] [added: 10,703.0] | | | | [removed: 16,882.1] [added: 10,676.4] | | | | [removed: 13,729.5] [added: 16,882.1] | |
| Operating expenses | | [removed: 1,077.9] [added: 1,175.6] | | | | [removed: 912.8] [added: 1,077.9] | | | | [removed: 747.0] [added: 912.8] | |
| December 31, 2024 241,764,105 217,763,821 | | | | | | | |
| Other, net | | | (2.6 | ) | | | — | | | | — | |
| 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 | | $ | — | |
| Shares tendered for tax withholding obligations | | | (583 | ) | | — | | | — | | | — | | | — | | | 583 | | | (56.4 | ) | | — | | | (56.4 | ) | | — | |
| Repurchases of common stock | | | (5,933 | ) | | — | | | — | | | — | | | — | | | 5,933 | | | (754.7 | ) | | — | | | (754.7 | ) | | — | |
| Excise tax on repurchases of common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | (6.4 | ) | | — | | | (6.4 | ) | | — | |
| Repurchase of noncontrolling interests, net of tax | | | — | | | — | | | (32.9 | ) | | — | | | — | | | — | | | — | | | (69.0 | ) | | (101.9 | ) | | — | |
| Net income (loss) | | | — | | | — | | | — | | | 1,312.0 | | | — | | | — | | | — | | | 241.5 | | | 1,553.5 | | | — | |
| Balance, December 31, 2024 | | | 217,764 | | $ | 0.2 | | $ | 3,089.1 | | $ | 1,190.0 | | $ | 27.5 | | | 24,000 | | $ | (1,714.4 | ) | $ | 1,825.8 | | $ | 4,418.2 | | $ | — | |
55% ownership interest in Targa Badlands (see Note 4 – Acquisitions and Divestitures for additional information related to Targa Badlands);
17.5% ownership interest in Blackcomb as defined in Note 4 – Acquisitions and Divestitures.
Fair Value Measurements
For certain assets, we cannot reasonably estimate the fair value of the ARO because the associated assets have indeterminate lives based on our expected continued use of the assets with proper maintenance.
Assets with indeterminate useful lives include: (i) assets constructed on land owned by Targa, and (ii) active pipelines.
Our intent and practice is to maintain our assets to prolong their useful lives.
Management expects demand for hydrocarbons, both domestically and internationally, to exist for the foreseeable future.
We record AROs for these assets in the period in which sufficient information becomes available for us to reasonably estimate the settlement dates.
Right-of-use assets and lease liabilities are recognized at the
We made an accounting policy election to combine lease and non-lease components for both arrangements in which Targa is the lessee or lessor.
45Q Tax Credits
We earn tax credits under Internal Revenue Code Section 45Q through our carbon capture and sequestration activities.
We recognize 45Q tax credits by analogy to the grant model within International Accounting Standard 20, Accounting for Government Grants and Disclosure Assistance, as other operating income in our Consolidated Statements of Operations based on the volume of captured carbon sequestered and dollar value of the tax credit during the period in which captured carbon is sequestered underground.
We recognize realized 45Q tax credits as a reduction to income taxes payable because the tax credits reduce Targa’s future quarterly estimated cash tax payments.
We adopted this ASU on October 1, 2024, and applied the amendments to all prior periods presented in our consolidated financial statements.
See Note 22 – Segment Information.
The impact of the adoption will be limited to disclosure in the notes to consolidated financial statements.
*Disaggregation - Income Statement Expenses*
In November 2024, the FASB issued ASU 2024-03, Comprehensive income (Topic 220): Disaggregation of Income Statement Expenses.
The amendments in this update require, among other items, that public entities disclose, on an annual and interim basis, in tabular format in the footnotes to the financial statements, disaggregated information about specific categories underlying certain income statement expense line items that contain any of the following expense categories (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depletion.
Additionally, the amendments require disclosure of the total amount of selling expenses and an annual disclosure of the definition of selling expenses.
These amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
The disclosures may be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.
The impact of the adoption will be limited to disclosure in the notes to consolidated financial statements.
| | | | |
| --- | --- | --- | --- |
| | Pro Forma | | |
We acquired a portfolio of complementary midstream
On July 31, 2024, we entered into an agreement with WPC Parent, LLC (“WPC”) to move forward with the construction of the Blackcomb pipeline.
The Blackcomb pipeline is designed to transport up to 2.5 Bcf/d of natural gas through approximately 365 miles of 42-inch pipeline from the Permian Basin in West Texas to the Agua Dulce area in South Texas, and is expected to be in service in the second half of 2026, pending the receipt of customary regulatory and other approvals.
The Blackcomb pipeline is held by a joint venture (“Blackcomb”), which is owned 70.0% by WPC, 17.5% by Targa, and 12.5% by MPLX LP.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | — | | | | — | |
| 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) | | — | | | | — | |
| Impairment of long-lived assets | | — | | | | — | | | | 452.3 | |
| 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 | |
| Net income (loss) | | | — | | | — | | | — | | | 71.2 | | | — | | | — | | | — | | | 350.9 | | | 422.1 | | | — | |
| Dividends in excess of retained earnings | | | — | | | — | | | (30.0 | ) | | 30.0 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Dividends - $1.40 per share | | | — | | | — | | | — | | | (318.3 | ) | | — | | | — | | | — | | | — | | | (318.3 | ) | | — | |
| Dividends in excess of retained earnings | | | — | | | — | | | (318.3 | ) | | 318.3 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Impairment of long-lived assets | | | — | | | | — | | | | 452.3 | |
| Repurchase of shares | | | (429.5 | ) | | | (260.6 | ) | | | (53.2 | ) |
the inclusion of Series A Preferred Stock (“Series A Preferred”) prior to full redemption in May 2022; and
55% ownership interest in Targa Badlands LLC;
88% ownership interest in Cedar Bayou Fractionators, L.P.; and
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.
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.
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.
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.
*Contract Assets*
*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.
An excerpt. Shown here: 40 of 611 rewritten, 40 of 210 added and 40 of 219 removed. The counts are complete. For every sentence, read Item 1. Financial Statements. in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
5 rewritten, 2 added, 1 removed, 9 unchanged
Vitol [removed: alleges] [added: alleged] that Targa Channelview breached an agreement, dated December 27, 2015, for crude oil and condensate between Targa Channelview and Noble Americas Corp. (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.
Vitol’s lawsuit also [removed: alleges] [added: alleged] 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.
Targa also [removed: seeks] [added: sought] recovery of its attorneys’ fees and costs in the lawsuit.
We filed a petition for review with the Supreme Court of Texas which was denied on October 20, [removed: 2023, but we are seeking rehearing and the appeal remains pending.][added: 2023.]
Additional information required for this item is provided in Note [removed: 18] [added: 17] – Contingencies, under the heading “Legal Proceedings” included in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this Annual Report, which is incorporated by reference into this item.
We then filed a petition for rehearing with the Supreme Court of Texas, which was denied on April 19, 2024.
On April 26, 2024, as a result of the final determination of Targa’s appeal to the Texas Supreme Court related to the Splitter Agreement, we made a cash payment of $184.8 million which included cumulative interest on the award of $55.8 million to Vitol in satisfaction of the Texas state court judgment.
The cumulative amount of interest on the award through December 31, 2023, if accrued, would have been approximately $55.5 million.
Cover and table of contents
189 rewritten, 74 added, 45 removed, 586 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
[removed: ][added: ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.
The aggregate market value of the common stock held by non-affiliates of the registrant was [removed: $16,811.5] [added: $27,824.1] million on June 30, [removed: 2023,] [added: 2024,] based on [removed: $76.10] [added: $128.78] per share, the closing price of the common stock as reported on the New York Stock Exchange (NYSE) on such date.
As of February [removed: 9, 2024,] [added: 14, 2025,] there were [removed: 223,155,363] [added: 218,106,765] shares of the registrant’s common stock, $0.001 par value, outstanding.
Portions of the registrant’s definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated by reference into Part III of this Annual Report on Form 10-K.
| [Item 1. [removed: Business.](#item_1_business)] [added: Business](#item_1_business)] | 4 |
| [Item 1A. Risk [removed: Factors.](#item_1a_risk_factors)] [added: Factors](#item_1a_risk_factors)] | 26 |
| [Item 1B. Unresolved Staff [removed: Comments.](#item_1b_unresolved_staff_comments)] [added: Comments](#item_1b_unresolved_staff_comments)] | [removed: 51] [added: 50] |
| [Item 1C. [removed: Cybersecurity.](#item_1c_cybersecurity)] [added: Cybersecurity](#item_1c_cybersecurity)] | [removed: 51] [added: 50] |
| [Item 2. [removed: Properties.](#item_2_properties)] [added: Properties](#item_2_properties)] | [removed: 52] [added: 51] |
| [Item 3. Legal [removed: Proceedings.](#item_3_legal_proceedings)] [added: Proceedings](#item_3_legal_proceedings)] | [removed: 52] [added: 51] |
| [Item 4. Mine Safety [removed: Disclosures.](#item_4_mine_safety_part_1)] [added: Disclosures](#item_4_mine_safety_part_1)] | [removed: 53] [added: 52] |
| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#item_5_market_for_registrants_common_equ)] [added: Securities](#item_5_market_for_registrants_common_equ)] | [removed: 54] [added: 53] |
| [Item 6. Reserved](#item_6_reserved) | [removed: 55] [added: 54] |
| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#item_7_managements_discussion_analysis_f)] [added: Operations](#item_7_managements_discussion_analysis_f)] | [removed: 56] [added: 55] |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk.](#item_7a_quantitative_qualitative_disclos)] [added: Risk](#item_7a_quantitative_qualitative_disclos)] | [removed: 72] [added: 70] |
| [Item 8. Financial Statements and Supplementary [removed: Data.](#item_8_financial_statements_supplementar)] [added: Data](#item_8_financial_statements_supplementar)] | [removed: 74] [added: 73] |
| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure.](#item_9_changes_in_disagreements_with_acc)] [added: Disclosure](#item_9_changes_in_disagreements_with_acc)] | [removed: 74] [added: 73] |
| [Item 9A. Controls and [removed: Procedures.](#item_9a_controls_procedures)] [added: Procedures](#item_9a_controls_procedures)] | [removed: 74] [added: 73] |
| [Item 9B. Other [removed: Information.](#item_9b_or_information)] [added: Information](#item_9b_or_information)] | [removed: 75] [added: 73] |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#item_9c_foreign_jurisdictions).] [added: Inspections](#item_9c_foreign_jurisdictions)] | [removed: 75] [added: 73] |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance.](#item_10_directors_executive_ficers_corpo)] [added: Governance](#item_10_directors_executive_ficers_corpo)] | [removed: 76] [added: 74] |
| [Item 11. Executive [removed: Compensation.](#item_11_executive_comp)] [added: Compensation](#item_11_executive_comp)] | [removed: 79] [added: 78] |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.](#item_12_security_ownership_certain_benef)] [added: Matters](#item_12_security_ownership_certain_benef)] | [removed: 79] [added: 78] |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence.](#item_13_certain_relationships_related_tr)] [added: Independence](#item_13_certain_relationships_related_tr)] | [removed: 79] [added: 78] |
| [Item 14. Principal Accounting Fees and [removed: Services.](#item_14_principal_accounting_fees_servic)] [added: Services](#item_14_principal_accounting_fees_servic)] | [removed: 80] [added: 78] |
| [Item 15. Exhibits, Financial Statement [removed: Schedules.](#item_15_exhibits_financial_statement_sch)] [added: Schedules](#item_15_exhibits_financial_statement_sch)] | [removed: 81] [added: 79] |
| [Item 16. Form 10-K [removed: Summary.](#item_16_form_10k_summary)] [added: Summary](#item_16_form_10k_summary)] | [removed: 89] [added: 87] |
| [Signatures](#signatures) | [removed: 90] [added: 88] |
industry changes, including the impact of consolidation, changes in competition and the [removed: drive to reduce fossil fuel use and substitute] [added: addition of] alternative forms of energy for [removed: oil] [added: oil, gas] and [removed: gas;][added: NGLs;]
our ability to access the capital markets, which will depend on general market conditions, including the impact of [removed: increased] interest rates, [removed: the potential for additional rate increases,] associated Federal Reserve [removed: policies and potential economic recession,] [added: policies, the economy,] our credit ratings and leverage levels, and demand for our common equity, senior notes and commercial paper;
changes in laws and regulations, particularly with regard to taxes, [added: tariffs and international trade,] safety and the protection of the environment; and
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate, and, therefore, we cannot assure you that the forward-looking statements included in this Annual Report will prove to be [removed: accurate.]
Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking [added: statements are more fully described in “Item 1A.]
*The following section of this Form 10-K generally refers to business developments during the year ended December 31, [removed: 2023.][added: 2024.]
Business” of our* [*Annual Report on Form 10-K for the year ended December 31, [removed: 2022*](https://www.sec.gov/ix?doc=/Archives/edgar/data/1389170/000156459022006563/trgp-10k_20211231.htm)*.*][added: 2023*](https://www.sec.gov/ix?doc=/Archives/edgar/data/1389170/000156459022006563/trgp-10k_20211231.htm)*.*]
Targa is a leading provider of midstream services and is one of the largest independent [removed: midstream] infrastructure companies in North America.
We own, operate, acquire, and develop a diversified portfolio of complementary domestic [removed: midstream] infrastructure assets.
To provide these services, we operate in two primary segments: (i) Gathering and Processing, and (ii) Logistics and Transportation (also referred to as [removed: the] [added: our] Downstream Business).
Total number of pages (excluding Exhibits): 137
the potential impact of significant public health crises and their impact on demand for oil, gas and NGLs;
the impact of disruptions in the bank and capital markets, and our ability to obtain capital or financing on favorable terms, or at all;
accurate.
Business
The East Pembrook plant is expected to begin operations in the second quarter of 2026.
The East Driver plant is expected to begin operations in the third quarter of 2026.
In August 2024, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Delaware (the “Bull Moose II plant”).
The Falcon II plant is expected to begin operations in the second quarter of 2026.
*Fractionation Expansions*
We expect the reactivation of GCF to be complete and the facility to be operational in the first quarter of 2025.
Train 10 commenced operations in the fourth quarter of 2024.
In May 2024, we announced plans to construct a new 150 MBbl/d fractionation train in Mont Belvieu, Texas (“Train 11”).
Train 11 is expected to begin operations in the third quarter of 2026.
In February 2025, we announced plans to construct a new 150 MBbl/d fractionation train in Mont Belvieu, Texas (“Train 12”).
The Daytona NGL Pipeline commenced operations in the third quarter of 2024 and is operating in conjunction with Grand Prix.
In February 2025, we announced an intra-Delaware Basin expansion of our Grand Prix pipeline system in the Permian Delaware.
The expansion is expected to begin operations in the third quarter of 2026.
*LPG Export Expansion*
In February 2025, we announced an expansion of our LPG export capabilities at our Galena Park Marine Terminal.
With the addition of a new pipeline from Mont Belvieu to Galena Park and additional refrigeration, our effective export capacity will increase up to 19 MMBbl per month, depending upon the mix of propane and butane demand, vessel size and availability of supply, among other factors.
The expansion is expected to be completed in the third quarter of 2027.
*Joint Ventures*
On July 31, 2024, we entered into an agreement with WPC Parent, LLC (“WPC”) to move forward with the construction of the Blackcomb pipeline.
The Blackcomb pipeline is designed to transport up to 2.5 Bcf/d of natural gas through approximately 365 miles of 42-inch pipeline from the Permian Basin in West Texas to the Agua Dulce area in South Texas, and is expected to be in service in the second half of 2026, pending the receipt of customary regulatory and other approvals.
The Blackcomb pipeline is held by a joint venture (“Blackcomb”), which is owned 70.0% by WPC, 17.5% by Targa, and 12.5% by MPLX LP.
WPC is a joint venture owned 50.6% by WhiteWater Midstream, LLC, 30.4% by MPLX LP, and 19.0% by Enbridge Inc. During 2024, we made capital contributions of $28.7 million to Blackcomb.
On February 18, 2025, we entered into an agreement with funds managed by Blackstone to acquire their 45% interest in Targa Badlands LLC (“Targa Badlands”) for aggregate consideration of approximately $1.8 billion (the “Badlands Transaction”).
Following the closing of the Badlands Transaction, we will own 100% of the interest in Targa Badlands.
In February 2024, Standard & Poor’s Financial Services LLC (“S&P”) upgraded our corporate investment grade credit rating to ‘BBB’ from ‘BBB-’.
In August 2024, Fitch Ratings Inc. (“Fitch”) upgraded our corporate investment grade credit rating to ‘BBB’ from ‘BBB-’.
In October 2024, Moody’s Ratings (“Moody’s”) upgraded our corporate investment grade credit rating to ‘Baa2’ from ‘Baa3’.
In February 2025, we entered into a Credit Agreement with Bank of America, N.A., as the Administrative Agent and Swing Line Lender, the letter of credit issuers party thereto and the other lenders party thereto (the “New TRGP Revolver”).
The New TRGP Revolver provides for a revolving credit facility in an initial aggregate principal amount up to $3.5 billion and matures on February 18, 2030.
The maturity date is extendable, subject to the lenders’ consent, by one year up to two times.
In connection with our entry into the New TRGP Revolver, we terminated our existing revolving credit facility (the “Existing TRGP Revolver”).

Exxon Mobil Corporation (“ExxonMobil”) owns the remaining interest in the WestTX system.
our wholly-owned Velma and Velma V-60 plants.
Our Badlands operations are located in the Bakken and Three Forks Shale plays of the Williston Basin in North Dakota.
the impact of outbreaks of illnesses, pandemics or any other public health crises;
the impact of disruptions in the bank and capital markets, including those resulting from lack of access to liquidity for banking and financial services firms;
statements are more fully described in “Item 1A.
| LIBOR | | London Inter-Bank Offered Rate |
Business.
The Midway plant commenced operations in the second quarter of 2023 and we subsequently shut down an existing 165 MMcf/d cryogenic natural gas processing plant in the third quarter of 2023.
*Fractionation Expansion*
The facility is expected to be operational in the second quarter of 2024.
The Daytona NGL Pipeline is expected to be in service in the fourth quarter of 2024.
*Acquisitions*
In January 2023, we completed the acquisition of Blackstone Energy Partners’ 25% interest in the entity that owns the Permian to Mont Belvieu segment of Grand Prix (the “Grand Prix Transaction”) for approximately $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 Grand Prix, including the Daytona NGL Pipeline.
During the second quarter of 2023, we exhausted the 2020 Share Repurchase Program.
In November 2023, we completed an underwritten public offering of (i) $1.0 billion in aggregate principal amount of our 6.150% Senior Notes due 2029 (the “2023 6.150% Notes”) and (ii) $1.0 billion in 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.
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.
Pioneer Natural Resources (“Pioneer”), a major producer in the Permian Basin, owns the remaining interest in the WestTX system.
Additionally, we are transferring an existing cryogenic natural gas processing plant to Permian Delaware, which will be installed as a new 230 MMcf/d Roadrunner II plant, and is expected to begin operations in the second quarter of 2024.
For most of 2023, we owned a 50% interest in Carnero G&P LLC (“Carnero”).
Carnero owns and Targa operates the Silver Oak II plant, the Raptor plant and approximately 50 miles of high-pressure gathering pipeline located in La Salle, Dimmitt and Webb Counties, Texas which connects Mesquite Energy Inc.’s Catarina Ranch gathering system and Comanche Ranch acreage to the Raptor plant.
The system consists of approximately 4,700 miles of pipelines gathering wellhead natural gas.
The gathering system consists of approximately 1,600 miles of pipelines in 12 counties.
The gathering system consists of approximately 6,600 miles of pipelines in 14 counties.
The joint venture is a consolidated subsidiary and its financial results and related statistics are presented on a gross basis.
| | | | | | | | | | | Area Total | | | 3,589.0 | | | | 2,535.2 | | | | 367.7 | |
| | | | | | | | | | | Area Total | | | 3,055.0 | | | | 2,526.5 | | | | 321.6 | |
| | | | | | | | | | | Segment System Total | | | 10,914.0 | | | | 6,898.2 | | | | 864.5 | |
The Legacy II and Greenwood plants commenced operations in the first quarter of 2023 and fourth quarter of 2023, respectively.
The Sand Hills plant, a 165 MMcf/d cryogenic natural gas plant, was subsequently shut down in the third quarter of 2023.
Our Logistics and Transportation segment is also referred to as our Downstream Business.
Grand Prix transports NGLs from the Permian Basin on a 24-inch diameter pipeline, which can transport 600 MBbl/d, and from North Texas and South and Central Oklahoma via a pipeline of varying capacity, which both connect to a 30-inch diameter segment into Mont Belvieu, which is expandable to 1,000 MBbl/d.
Belvieu, as well as from conventional production of NGLs in areas such as the Permian Basin, Mid-Continent, East Texas, South Louisiana and shelf and deep-water Gulf of Mexico.
In January 2023, we reached an agreement with our partners to reactivate the GCF facility.
| Fractionation Total | | | | | | | | | 898.0 | | | | 798.1 | |
Capacity represents 100% of the volume and includes 40 MBbl/d of additional back-end butane/gasoline fractionation capacity.
One additional well is permitted.
| Indianapolis Transload (3) | | | 100 | | | Marion County, IN | | Propane transload | | | 0.1 | | | | — | |
As a result, the ceiling levels computed for July 1, 2021 to June 30, 2022, as well as the ceiling levels for the period July 1, 2022 to June 30, 2023, and the resulting rates currently in effect for certain of Targa’s liquids pipelines, were computed to account for the appropriate index factor.
Some parties sought rehearing of the January 20 order with FERC, which was denied on May 6, 2022.
Certain parties have appealed the January 20 and May 6 FERC orders to the DC Circuit.
Oral arguments in that proceeding were held on October 25, 2023; however, a decision has not yet been issued.
An excerpt. Shown here: 40 of 189 rewritten, 40 of 74 added and 40 of 45 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2024 filing and the FY2023 filing.
Item 1C. Cybersecurity
4 rewritten, 0 added, 0 removed, 39 unchanged
No Previous Material Cybersecurity [removed: Threats][added: Incidents]
As of the date of this report, though the Company and our service providers have experienced certain cybersecurity incidents, we are not aware of any previous cybersecurity [removed: threats] [added: incidents] that have materially affected or are reasonably likely to materially affect the Company.
[removed: However, we] [added: We] acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains.
Despite the security and risk management measures that we have implemented and any additional measures we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, [added: vendors, suppliers, customers and other business partners,] have been and are vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, misdirected wire transfers, or other malicious or criminal activities.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 7 added, 7 removed, 22 unchanged
Our common stock is listed on the NYSE under the symbol “TRGP.” As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 170] [added: 154] stockholders of record of our common stock.
As of February [removed: 9, 2024,] [added: 14, 2025,] there were [removed: 223,155,363] [added: 218,106,765] shares of common stock outstanding.
The graph below compares the cumulative total return to holders of Targa Resources Corp.’s common stock, the Standard & Poor's 500 Stock Index [removed: (the “S&P 500 Index”)] [added: (“S&P 500”)] and the Alerian US Midstream Energy Index [removed: (the “AMUS Index”)] [added: (“AMUS”)] during the period beginning on December 31, [removed: 2018] [added: 2019] and ending on December 31, [removed: 2023.][added: 2024.]
[removed: ][added: ]
| | | [removed: 2018 | | | |] 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | [added: | 2024 | | |]
For a discussion of restrictions on our and our subsidiaries’ ability to pay dividends or make distributions, please see Note 8 – Debt Obligations in our Consolidated Financial [removed: Statements beginning on page F-1 in this Form 10-K.][added: Statements.]
There were no sales of unregistered equity securities for the year ended December 31, [removed: 2023.][added: 2024.]
Includes [removed: 475,040] [added: 610,683] shares purchased under our 2023 Share Repurchase Program, as well as [removed: 2,123] [added: 20,248] shares that were withheld by us to satisfy tax withholding obligations of certain of our officers, directors and key employees that arose upon the lapse of restrictions on restricted stock.
In [removed: the fourth quarter 2020,] [added: July 2024,] our [removed: board] [added: Board] of [removed: directors] [added: Directors] approved [removed: a share repurchase program] [added: the 2024 Share Repurchase Program] for the repurchase of up to [removed: $500 million] [added: $1.0 billion] of our outstanding common stock.
We are not obligated to repurchase any specific dollar amount or number of shares under the [removed: 2023] Share Repurchase [removed: Program] [added: Programs] and may discontinue [removed: the program] [added: these programs] at any time.
| Targa Resources Corp. | | $ | 100.00 | | | $ | 67.30 | | | $ | 134.60 | | | $ | 193.25 | | | $ | 233.78 | | | $ | 490.51 | |
| S&P 500 Index | | $ | 100.00 | | | $ | 118.40 | | | $ | 152.39 | | | $ | 124.79 | | | $ | 157.59 | | | $ | 197.02 | |
| AMUS Index | | $ | 100.00 | | | $ | 75.04 | | | $ | 108.82 | | | $ | 140.99 | | | $ | 168.00 | | | $ | 253.25 | |
| October 1, 2024 - October 31, 2024 | | | 325,129 | | | $ | 156.30 | | | | 306,520 | | | $ | 1,075,390 | |
| November 1, 2024 - November 30, 2024 | | | 181,192 | | | $ | 200.06 | | | | 179,702 | | | $ | 1,039,389 | |
| December 1, 2024 - December 31, 2024 | | | 124,610 | | | $ | 192.82 | | | | 124,461 | | | $ | 1,015,387 | |
See Note 21 – Compensation Plans for a discussion of our compensation plans.
| Targa Resources Corp. | | $ | 100.00 | | | $ | 124.19 | | | $ | 83.58 | | | $ | 167.16 | | | $ | 240.00 | | | $ | 290.34 | |
| S&P 500 Index | | $ | 100.00 | | | $ | 131.49 | | | $ | 155.68 | | | $ | 200.37 | | | $ | 164.08 | | | $ | 207.21 | |
| AMUS Index | | $ | 100.00 | | | $ | 115.56 | | | $ | 86.72 | | | $ | 125.75 | | | $ | 162.92 | | | $ | 194.13 | |
| October 1, 2023 - October 31, 2023 | | | 109,772 | | | $ | 81.82 | | | | 108,550 | | | $ | 801,820 | |
| November 1, 2023 - November 30, 2023 | | | 92,066 | | | $ | 87.74 | | | | 91,165 | | | $ | 793,820 | |
| December 1, 2023 - December 31, 2023 | | | 275,325 | | | $ | 86.23 | | | | 275,325 | | | $ | 770,080 | |
During the second quarter of 2023, we exhausted the 2020 Share Repurchase Program.
Item 9A. Controls and Procedures
4 rewritten, 0 added, 1 removed, 7 unchanged
Management, with the participation of our Chief Executive Officer and [removed: Chief] [added: President – Finance and Administration (Principal] Financial [removed: Officer,] [added: Officer),] has evaluated the design and effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered in this Annual Report.
Based on such evaluation, our Chief Executive Officer and [removed: Chief] [added: President – Finance and Administration (Principal] Financial [removed: Officer] [added: Officer)] have concluded that, as of December 31, [removed: 2023,] [added: 2024,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and [added: forms of the SEC and (ii) accumulated and communicated to management, including our Chief Executive Officer and President – Finance and Administration (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.]
Management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
forms of the SEC and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Item 9B. Other Information
0 rewritten, 6 added, 2 removed, 0 unchanged
As discussed elsewhere in this Annual Report, on February 18, 2025, we entered into the New TRGP Facility, the obligations under which are guaranteed by each of Targa Resources GP LLC, Targa Energy GP LLC, Targa Resources LLC, Targa Resources Partners LP, Targa Energy LP, Targa GP Inc., Targa LP Inc., and Targa Resources Finance Corporation.
In connection with the concurrent termination of the Existing TRGP Facility, the guarantees of our subsidiary guarantors, other than those of the aforementioned guarantors of the New TRGP Facility, were each released with respect to TRGP’s senior unsecured notes, the Partnership’s unsecured notes and the Commercial Paper Program.
Certain of the lenders under the New TRGP Facility, or their respective affiliates, have performed investment banking, financial advisory and commercial banking services for us and certain of our affiliates, for which they have received customary compensation, and they may continue to do so in the future.
Our affiliates have entered into derivative financial transactions with affiliates of Bank of America, N.A., and certain of the other lenders on terms it believes to be customary in connection with these transactions.
*Rule 10b-5 Trading Plans*
None.
On November 13, 2023, Julie H.
Boushka, our Senior Vice President and Chief Accounting Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 10,000 shares of our common stock until March 5, 2025.
Item 10. Directors, Executive Officers and Corporate Governance
23 rewritten, 42 added, 26 removed, 118 unchanged
| Matthew J. Meloy | [removed: 45] [added: 46] | Chief Executive Officer and Director |
| Patrick J. McDonie | [removed: 63] [added: 64] | President – Gathering and Processing |
| D. Scott Pryor | [removed: 60] [added: 61] | President – Logistics and Transportation |
| Robert M. Muraro | [removed: 47] [added: 48] | Chief Commercial Officer |
| [removed: Jennifer R. Kneale] [added: William A. Byers] | [removed: 45] [added: 48] | Chief Financial Officer |
| Gerald R. Shrader | [removed: 64] [added: 65] | Executive Vice President, General Counsel and Secretary |
| Julie H. Boushka | [removed: 60] [added: 61] | Senior Vice President and Chief Accounting Officer |
| Paul W. Chung | [removed: 63] [added: 64] | Chairman of the Board of Directors |
| Joe Bob Perkins | [removed: 63] [added: 64] | Director |
| Rene R. Joyce | [removed: 76] [added: 77] | Director |
| Charles R. Crisp | [removed: 76] [added: 77] | Director |
| Laura C. Fulton | [removed: 60] [added: 61] | Director |
| Waters S. Davis, IV | [removed: 70] [added: 71] | Director |
| Beth A. Bowman | [removed: 67] [added: 68] | Director |
| Lindsey M. Cooksen | [removed: 41] [added: 42] | Director |
Ages as of December 31, [removed: 2023.][added: 2024.]
He also served as a director of [added: Targa Resources GP LLC (the “General Partner”),] the [removed: General Partner] [added: general partner of the Partnership] between March 2020 and May 2021.
[added: He also served as Vice] President—Commercial Development of Targa Midstream and various other subsidiaries of the Partnership between January 2013 and March 2016.
[removed: Kneale] [added: Byers] has served as [added: the] Chief Financial Officer of the Company and the General Partner since [removed: March 2018.][added: July 2024.]
Prior to 1996, Mr. Chung held a number of legal positions with different companies, including the law firm of Vinson & Elkins L.L.P. Mr. Chung’s knowledge of the Company, together with his background in the energy industry and his legal and [removed: regulatory experience, enable Mr. Chung to provide a valuable and distinct perspective to the Board on a range of business and management matters.]
[removed: Redd Jr.] [added: Keith Teague] has served as a director of the Company since February [removed: 2011.][added: 2024.]
[removed: Evans] [added: Lawhorn] has served as a director of the Company since March [removed: 2016.][added: 2024.]
The information required in response to this item not otherwise provided herein will be set forth in our definitive proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders and is incorporated herein by reference.
| Jennifer R. Kneale | 46 | President – Finance and Administration |
| J. Christopher Eklof (2) | 55 | Vice President – Financial Controller |
| R. Keith Teague | 60 | Director |
| Caron A. Lawhorn | 63 | Director |
__________________________
(2)
Mr. Eklof was not an executive officer of the Company as of December 31, 2024.
Mr. Eklof is designated as Senior Vice President and Chief Accounting Officer of the Company effective March 1, 2025.
Kneale has served as President—Finance and Administration of the Company and the General Partner since July 2024.
Ms. Kneale previously served as the Chief Financial Officer of the Company and the General Partner between March 2018 and July 2024.
Prior to that, Ms. Kneale spent more than eleven years in the financial services industry, primarily in roles in private equity, asset management and investment banking, most recently with Tudor, Pickering, Holt & Co. in its energy private equity group, TPH Partners.
William A.
Mr. Byers previously served as Chief Financial Officer at Manchester Energy, LLC between June 2022 and June 2024.
He also served as Executive Vice President and Chief Financial Officer at Navitas Midstream Partners, LLC between August 2014 and February 2022.
Prior to that, Mr. Byers worked in investment banking focused on the energy sector for 14 years and was most recently a Managing Director for Barclays.
J.
Christopher Eklof will serve as Senior Vice President and Chief Accounting Officer of the Company and the General Partner effective March 1, 2025.
Mr. Eklof has served as Vice President – Financial Controller of the Company and the General Partner since May 2022 and for various subsidiaries of the Company since December 2021.
Mr. Eklof previously served as Vice President - Operational Controller of the Company between May 2019 and May 2022 and for various subsidiaries of the Company between April 2019 and December 2021.
He also served in various roles with the Company’s subsidiaries between July 2010 and April 2019, including leading the financial reporting and technical accounting functions.
Prior to joining the Company, Mr. Eklof served as Vice President of Accounting for J.P. Morgan’s energy trading business from October 2007 to June 2010 and served in the audit practice of PricewaterhouseCoopers LLP for eight years.
Mr. Eklof will replace Ms. Boushka as Senior Vice President and Chief Accounting Officer of the Company on the effective date of his appointment.
regulatory experience, enable Mr. Chung to provide a valuable and distinct perspective to the Board on a range of business and management matters.
R.
Mr. Teague served as the Chief Operating Officer of Tellurian, Inc. and its predecessors from October 2016 to July 2022.
Prior to joining Tellurian Investments LLC, Mr. Teague served in various leadership roles at Cheniere Energy Inc. (“Cheniere”), including Executive Vice President, Asset Group from February 2014 to September 2016, Senior Vice President – Asset Group from April 2008 to February 2014, Vice President – Pipeline Operations from May 2006 to April 2008, and Director of Facility Planning from February 2004 to May 2006.
From December 2001 to September 2003, Mr. Teague served as the Director of Strategic Planning for the CMS Panhandle Companies.
He began his career with Texas Eastern Transmission Corporation, where he managed pipeline operations and facility expansion projects.
Mr. Teague previously served as a director on the Board of Cheniere Energy Partners, L.P., a publicly traded subsidiary partnership of Cheniere, from April 2008 to October 2016 and previously served on the Board of Directors for the Interstate Natural Gas Association of America (INGAA), and the Board and Executive Committee of the INGAA Foundation.
Mr. Teague’s engineering and business educational background, his experience on a publicly traded partnership Board, and his extensive project execution experience provide the Board with valued perspective related to energy infrastructure development and operations.
Caron A.
Ms. Lawhorn served as Senior Vice President and Chief Financial Officer of ONE Gas, Inc. (NYSE: OGS) from March 2019 until her retirement in December 2023.
Prior to that role, Ms. Lawhorn served at OGS as Senior Vice President, Commercial, responsible for the commercial activities of OGS’ three natural gas distribution utilities, as well as overseeing the company’s information technology and cybersecurity function, from OGS’ separation from ONEOK, Inc. (NYSE: OKE) into a standalone, publicly traded company in January 2014.
Ms. Lawhorn served in the same role at OKE prior to the separation.
Before that, she served as President of OKE’s natural gas distribution segment.
From July 2009 until March 2011, she served as Senior Vice President, Corporate Planning and Development of OKE and ONEOK Partners, responsible for business development, strategic and long-range planning, and capital investment.
Ms. Lawhorn became Senior Vice President and Chief Accounting Officer for OKE in 2007, adding responsibility for ONEOK Partners in 2008.
Prior to that, she served as Senior Vice President of Financial Services and Treasurer of OKE.
Ms. Lawhorn joined OKE in 1998, after serving as a Senior Manager at KPMG and Chief Financial Officer of Emergency Medical Services Authority in Tulsa.
She also serves as a director of AAON, Inc. (NASDAQ: AAON), where she has chaired the audit committee since 2019.
| G. Clark White | 64 | Executive Vice President - Operations |
| Ershel C. Redd Jr. | 75 | Director |
| Robert B. Evans | 75 | Director |
He also served as Vice
Ms. Kneale was with Tudor, Pickering, Holt & Co. in its energy private equity group, TPH Partners, from September 2011 to May 2013.
G.
Clark White has served as Executive Vice President - Operations of the Company and the General Partner since September 2020 and served as Executive Vice President - Engineering and Operations of the Company and the General Partner between November 2015 and September 2020.
Mr. White previously served as Senior Vice President - Field G&P of Targa Operating and various other subsidiaries of the Partnership between June 2014 and November 2015.
He also served as Vice President of Targa Operating between July 2011 and May 2014 and has held officer positions with other Partnership subsidiaries since 2003.
His leadership and business experience and deep knowledge of various sectors of the energy industry bring a crucial insight to the Board.
Ershel C.
Mr. Redd previously served as a director of the General Partner between March 2016 and May 2021.
Mr. Redd has served as a consultant in the energy industry since 2008 providing advice to various energy companies and investors regarding their operations, acquisitions and dispositions.
Mr. Redd was President and Chief Executive Officer of El Paso Electric Company, a public utility company, from May 2007 until March 2008.
Prior to this, Mr. Redd served in various positions with NRG Energy, Inc., a wholesale energy company, including as Executive Vice President—Commercial Operations from October 2002 through July 2006, as President—Western Region from February 2004 through July 2006, and as a director between May 2003 and December 2003.
Mr. Redd served as Vice President of Business Development for Xcel Energy Markets, a unit of Xcel Energy Inc., from 2000 through 2002, and as President and Chief Operating Officer for New Century Energy’s (predecessor to Xcel Energy Inc.) subsidiary, Texas Ohio Gas Company, from 1997 through 2000.
Mr. Redd brings to the Company extensive energy industry experience, a vast understanding of varied aspects of the energy industry and experience in corporate performance, marketing and trading of natural gas and natural gas liquids, risk management, finance, acquisitions and divestitures, business development, regulatory relations and strategic planning.
Robert B.
Mr. Evans previously served as a director of the General Partner between February 2007 and May 2021.
Mr. Evans is a director of One Gas, Inc. Mr. Evans was a director of Sprague Resources GP LLC until October 2018 and a director of New Jersey Resources Corporation from 2009 until January 2023.
Mr. Evans was the President and Chief Executive Officer of Duke Energy Americas, a business unit of Duke Energy Corp., from January 2004 until his retirement in March 2006.
Mr. Evans served as the transition executive for Energy Services, a business unit of Duke Energy, during 2003.
Mr. Evans also served as President of Duke Energy Gas Transmission beginning in 1998 and was named President and Chief Executive Officer in 2002.
Prior to his employment at Duke Energy, Mr. Evans served as Vice President of marketing and regulatory affairs for Texas Eastern Transmission and Algonquin Gas Transmission from 1996 to 1998.
Mr. Evans’ extensive experience in the gas transmission and energy services sectors enhances the knowledge of the Board in these areas of the oil and gas industry.
As a former President and CEO of various operating companies, his breadth of executive experiences is applicable to many of the matters routinely facing the Company.
An excerpt. Shown here: all 23 rewritten, 40 of 42 added and all 26 removed. The counts are complete. For every sentence, read Item 10. Directors, Executive Officers and Corporate Governance in the FY2024 filing and the FY2023 filing.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2024] [added: 2025] annual meeting of stockholders and is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules
90 rewritten, 10 added, 4 removed, 167 unchanged
| [removed: 4.4] [added: 10.9+] | | [removed: [Description of Securities Registered Under Section 12] [added: [Form] of [removed: the Exchange Act] [added: Restricted Stock Unit Agreement under Targa Resources Corp. 2010 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 4.8] [added: 10.13] to Targa Resources Corp.’s Annual Report on Form 10-K filed February [removed: 20, 2020] [added: 15, 2024] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020005592/trgp-ex48_735.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024015841/trgp-ex10_13.htm)] |
| 4.7 | | [Supplemental Indenture dated December 18, 2017 to Indenture dated October 17, 2017, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other [removed: Subsidiary](https://www.sec.gov/Archives/edgar/data/1389170/000156459018002330/trgp-ex1066_291.htm)] [added: Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.66 to Targa Resources Corp.’s Annual Report on Form 10-K filed February 16, 2018 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459018002330/trgp-ex1066_291.htm)] |
| [added: 4.26] | | [removed: [Guarantors] [added: [Supplemental Indenture dated January 28, 2022 to Indenture dated January 17, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors] and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.66] [added: 10.61] to Targa Resources Corp.’s Annual Report on Form 10-K filed February [removed: 16, 2018] [added: 24, 2022] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459018002330/trgp-ex1066_291.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1061_129.htm)] |
| [removed: 4.19] [added: 4.20] | | [Indenture dated as of January 17, 2019 among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed January 23, 2019 (File No. 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312519014870/d689562dex41.htm) |
| [removed: 4.20] [added: 4.21] | | [Supplemental Indenture dated July 19, 2019 to Indenture dated January 17, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors [removed: and](https://www.sec.gov/Archives/edgar/data/1389170/000156459019030955/trgp-ex108_434.htm)] [added: and U.S. Bank National Association (incorporated by reference to Exhibit 10.8 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 9, 2019 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459019030955/trgp-ex108_434.htm)] |
| [added: 4.23] | | [removed: [U.S.] [added: [Supplemental Indenture dated September 17, 2020 to Indenture dated January 17, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S.] Bank National Association (incorporated by reference to Exhibit 10.8 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed [removed: August 9, 2019] [added: November 5, 2020] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459019030955/trgp-ex108_434.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex108_92.htm)] |
| [removed: 4.21] [added: 4.22] | | [Supplemental Indenture dated February 20, 2020 to Indenture dated January 17, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.7 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 7, 2020 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020022780/trgp-ex107_260.htm) |
| [removed: 4.22] [added: 4.33] | | [Supplemental Indenture dated September 17, 2020 to Indenture dated [removed: January 17,] [added: November 27,] 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.8] [added: 10.9] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 5, 2020 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex108_92.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex109_90.htm)] |
| [removed: 4.23] [added: 4.24] | | [Supplemental Indenture dated September 17, 2021 to Indenture dated January 17, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.4 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 4, 2021 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex104_68.htm) |
| [removed: 4.24] [added: 4.25] | | [Supplemental Indenture dated November 30, 2021 to Indenture dated January 17, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.60 to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1060_75.htm) |
| [removed: 4.25] [added: 4.36] | | [Supplemental Indenture dated January 28, 2022 to Indenture dated [removed: January 17,] [added: November 27,] 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.61] [added: 10.68] to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1061_129.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1068_128.htm)] |
| [removed: 4.26] [added: 4.27] | | [Supplemental Indenture dated June 17, 2022 to Indenture dated January 17, 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.2 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 4, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex102_389.htm) |
| [removed: 4.27] [added: 4.28] | | [Supplemental Indenture dated August 2, 2022 to Indenture dated January 17, 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.2 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 3, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_2.htm) |
| [removed: 4.28] [added: 4.29] | | [Supplemental Indenture dated April 12, 2023 to Indenture dated January 17, 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.6 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 4, 2023 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_6.htm) |
| [removed: 4.29] [added: 4.31] | | [Indenture dated as of November 27, 2019 among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed December 3, 2019 (File No. 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312519305360/d842878dex41.htm) |
| [removed: 4.30] [added: 4.32] | | [Supplemental Indenture dated February 20, 2020 to Indenture dated November 27, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.8 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 7, 2020 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020022780/trgp-ex108_259.htm) |
| [removed: 4.31] [added: 4.42] | | [Supplemental Indenture dated September 17, 2020 to Indenture dated [removed: November 27, 2019,] [added: August 18, 2020,] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.9] [added: 10.10] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 5, 2020 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex109_90.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex1010_89.htm)] |
| [removed: 4.32] [added: 4.34] | | [Supplemental Indenture dated September 17, 2021 to Indenture dated November 27, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.5 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 4, 2021 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex105_67.htm) |
| [removed: 4.33] [added: 4.35] | | [Supplemental Indenture dated November 30, 2021 to Indenture dated November 27, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other [removed: Subsidiary](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1067_72.htm)] [added: Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.67 to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1067_72.htm)] |
| [added: 4.52] | | [removed: [Guarantors] [added: [Supplemental Indenture dated November 30, 2021 to Indenture dated February 2, 2021, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors] and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.67] [added: 10.79] to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1067_72.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1079_71.htm)] |
| [removed: 4.34] [added: 4.53] | | [Supplemental Indenture dated January 28, 2022 to Indenture dated [removed: November 27, 2019,] [added: February 2, 2021,] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.68] [added: 10.80] to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1068_128.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1080_126.htm)] |
| [removed: 4.35] [added: 4.37] | | [Supplemental Indenture dated June 17, 2022 to Indenture dated November 27, 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.3 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 4, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex103_388.htm) |
| [removed: 4.36] [added: 4.38] | | [Supplemental Indenture dated August 2, 2022 to Indenture dated November 27, 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.3 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 3, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_3.htm) |
| [removed: 4.37] [added: 4.39] | | [Supplemental Indenture dated April 12, 2023 to Indenture dated November 27, 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.7 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 4, 2023 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_7.htm) |
| [removed: 4.38] [added: 4.41] | | [Indenture dated as of August 18, 2020 among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed August 21, 2020 (File No. 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312520227030/d58008dex41.htm) |
| [removed: 4.39] [added: 4.43] | | [Supplemental Indenture dated September 17, [removed: 2020] [added: 2021] to Indenture dated August 18, 2020, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.10] [added: 10.6] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November [removed: 5, 2020] [added: 4, 2021] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex1010_89.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex106_66.htm)] |
| [removed: 4.40] [added: 4.51] | | [Supplemental Indenture dated September 17, 2021 to Indenture dated [removed: August 18, 2020,] [added: February 2, 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 4, 2021 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex106_66.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex107_65.htm)] |
| [removed: 4.41] [added: 4.44] | | [Supplemental Indenture dated November 30, 2021 to Indenture dated August 18, 2020, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.73 to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1073_73.htm) |
| [removed: 4.42] [added: 4.45] | | [Supplemental Indenture dated January 28, 2022 to Indenture dated August 18, 2020, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.74 to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1074_127.htm) |
| [removed: 4.43] [added: 4.46] | | [Supplemental Indenture dated June 17, 2022 to Indenture dated August 18, 2020 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.4 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 4, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex104_386.htm) |
| [removed: 4.44] [added: 4.47] | | [Supplemental Indenture dated August 2, 2022 to Indenture dated August 18, 2020 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.4 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 3, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_4.htm) |
| [removed: 4.45] [added: 4.48] | | [Supplemental Indenture dated April 12, 2023 to Indenture dated August 18, 2020 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.8 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 4, 2023 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_8.htm) |
| [removed: 4.46] [added: 4.50] | | [Indenture dated as of February 2, 2021 among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed February 5, 2021 (File No. 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312521030653/d112943dex41.htm) |
| [removed: 4.47] [added: 4.55] | | [Supplemental Indenture dated [removed: September 17, 2021] [added: August 2, 2022] to Indenture dated February 2, 2021 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.7] [added: 10.5] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November [removed: 4, 2021] [added: 3, 2022] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex107_65.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_5.htm)] |
| [removed: 4.48] [added: 4.54] | | [Supplemental Indenture dated [removed: November 30, 2021] [added: June 17, 2022] to Indenture dated February 2, [removed: 2021,] [added: 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.79] [added: 10.5] to Targa Resources Corp.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed [removed: February 24,] [added: August 4,] 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1079_71.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex105_387.htm)] |
| [removed: 4.49] [added: 4.56] | | [Supplemental Indenture dated [removed: January 28, 2022] [added: April 12, 2023] to Indenture dated February 2, [removed: 2021,] [added: 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.80] [added: 4.9] to Targa Resources Corp.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed [removed: February 24, 2022] [added: May 4, 2023] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1080_126.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_9.htm)] |
| [removed: 4.50] [added: 4.57] | | [Supplemental Indenture dated June [removed: 17, 2022] [added: 27, 2024] to Indenture dated February 2, 2021 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.5] [added: 4.7] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August [removed: 4, 2022] [added: 1, 2024] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex105_387.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_7.htm)] |
| [removed: 4.51] [added: 4.40] | | [Supplemental Indenture dated [removed: August 2, 2022] [added: June 27, 2024] to Indenture dated [removed: February 2, 2021] [added: November 27, 2019] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.5] [added: 4.5] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed [removed: November 3, 2022] [added: August 1, 2024] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_5.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_5.htm)] |
| [removed: 4.52] [added: 4.49] | | [Supplemental Indenture dated [removed: April 12, 2023] [added: June 27, 2024] to Indenture dated [removed: February 2, 2021] [added: August 18, 2020] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.9] [added: 4.6] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed [removed: May 4, 2023] [added: August 1, 2024] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_9.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_6.htm)] |
| [removed: 4.53] [added: 4.58] | | [Indenture, dated as of April 6, 2022, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Corp.’s Current Report on Form 8-K filed April 6, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522097513/d343533dex41.htm) |
| 4.4* | | [Description of Securities Registered Under Section 12 of the Exchange Act.](https://www.sec.gov/Archives/edgar/data/1389170/000095017025023983/trgp-ex4_4.htm) |
| 4.19 | | [Supplemental Indenture dated June 27, 2024 to Indenture dated October 17, 2017 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 1, 2024 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_3.htm) |
| 4.30 | | [Supplemental Indenture dated June 27, 2024 to Indenture dated January 17, 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 1, 2024 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_4.htm) |
| 4.70 | | [Eighth Supplemental Indenture, dated as of June 27, 2024, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.11 to Targa Resource Corp.’s Post-Effective Amendment No. 3 to Form S-3 filed July 26, 2024).](https://www.sec.gov/Archives/edgar/data/2031060/000119312524186264/d868313dex411.htm) |
| --- | --- | --- |
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| | | |
| | | |
| | | |
| 104 | | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
| 10.13+* | | [Form of Restricted Stock Unit Agreement under Targa Resources Corp. 2010 Stock Incentive Plan.](https://www.sec.gov/Archives/edgar/data/1389170/000095017024015841/trgp-ex10_13.htm) |
| 10.16+ | | [Targa Resources Executive Officer Change in Control Severance Program (incorporated by reference to Exhibit 10.3 to Targa Resources Corp.’s Current Report on Form 8-K filed January 19, 2012 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312512017046/d285393dex103.htm) |
| 10.32 | | [Term Loan Agreement, dated as of July 12, 2022, among Targa Resources Corp., Mizuho Bank, Ltd., as administrative agent and a lender, and the other lenders parties thereto (incorporated by reference to Exhibit 10.1 to Targa Resources Corp.’s Current Report on Form 8-K filed July 12, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522192023/d268181dex101.htm) |
| 101.INS* | | Inline XBRL Instance Document |
An excerpt. Shown here: 40 of 90 rewritten, all 10 added and all 4 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
36 rewritten, 8 added, 11 removed, 122 unchanged
| Date: February [removed: 15, 2024] [added: 20, 2025] | By: | | */s/ Jennifer R. Kneale* |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 15, 2024.][added: 20, 2025.]
| [removed: /s/ *Joe] [added: */s/ Joe] Bob Perkins* | | Director |
| [Report of Independent Registered Public Accounting [removed: Firm](#report_independent_registered_public_acc)] [added: Firm](#report_of_independent_registered_public)] (PCAOB ID: 238) | F-3 |
| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022](#consolidated_balance_sheets)] [added: 2023](#consolidated_balance_sheets)] | F-5 |
| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_operations)] [added: 2022](#consolidated_statements_operations)] | F-6 |
| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_comprehensive_in)] [added: 2022](#consolidated_statements_comprehensive_in)] | F-7 |
| [Consolidated Statements of Changes in [removed: Owners'] [added: Owners’] Equity and Series A Preferred Stock for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_changes_in_owner)] [added: 2022](#consolidated_statements_changes_in_owner)] | [removed: F-8] [added: F-9] |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_cash_flows)] [added: 2022](#consolidated_statements_cash_flows)] | [removed: F-10] [added: F-8] |
| [Note 4 ― Acquisitions and Divestitures](#note_4_newlyformed_joint_ventures_acquis) | [removed: F-19] [added: F-20] |
| [Note 5 ― Property, Plant and Equipment and Intangible Assets](#note_6_property_plant_equipment_intangib) | [removed: F-22] [added: F-23] |
| [Note 7 ― [removed: Investment] [added: Investments] in Unconsolidated Affiliates](#note_8_investments_in_unconsolidated_aff) | F-24 |
| [Note 8 ― Debt Obligations](#note_10_debt_obligations) | [removed: F-26] [added: F-25] |
| [Note 9 ― Other Long-term Liabilities](#note_11_other_longterm_liabilities) | [removed: F-31] [added: F-30] |
| [Note [removed: 12] [added: 11] ― Common Stock and Related Matters](#note_14_common_stock_related_matters) | [removed: F-34] [added: F-33] |
| [Note [removed: 13] [added: 12] ― Earnings Per Common Share](#note_16_earnings_per_common_share) | [removed: F-35] [added: F-34] |
| [Note [removed: 14] [added: 13] ― Derivative Instruments and Hedging Activities](#note_17_derivative_instruments_hedging_a) | [removed: F-36] [added: F-35] |
| [Note [removed: 15] [added: 14] ― Fair Value Measurements](#note_18_fair_value_measurements) | F-38 |
| [Note [removed: 16] [added: 15] ― Related Party Transactions](#note_19_related_party_transactions) | F-40 |
| [Note [removed: 17] [added: 16] ― Commitments](#note_20_commitments_leases) | [removed: F-41] [added: F-40] |
| [Note [removed: 18] [added: 17] ― Contingencies](#note_21_contingencies_open_for_legal_upd) | [removed: F-41] [added: F-40] |
| [Note [removed: 19] [added: 18] ― Revenue](#note_20_revenue) | F-42 |
| [Note [removed: 20] [added: 19] ― Income Taxes](#note_25_income_taxes) | F-42 |
| [Note [removed: 21] [added: 20] ― Supplemental Cash Flow Information](#note_26_supplemental_cash_flow_informati) | F-44 |
| [Note [removed: 22] [added: 21] ― Compensation Plans](#note_27_compensation_plans) | F-44 |
| [Note [removed: 23] [added: 22] ― Segment Information](#note_28_segment_information) | F-46 |
Based on that evaluation, management has concluded that the internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page F-3.
[removed: Report of] [added: Report of] Independent [removed: Registered] [added: Registered] Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Targa Resources Corp. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive income (loss), of changes in owners’ equity and series A preferred stock and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of [added: management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]
As described in Note [removed: 14] [added: 13] to the consolidated financial statements, the primary purpose of management’s commodity risk management activities is to manage the Company’s exposure to commodity price risk and reduce volatility in operating cash flow due to fluctuations in commodity prices.
As of December 31, [removed: 2023,] [added: 2024,] there were [removed: $145.2] [added: $87.1] million of assets from risk management activities and [removed: $70.8] [added: $259.3] million of liabilities from risk management activities.
| | | | President – Finance and Administration |
| */s/ Jennifer R. Kneale* | | President – Finance and Administration |
| /s/ *Caron A. Lawhorn* | | Director |
| Caron A. Lawhorn | | |
| */s/ R. Keith Teague* | | Director |
| R. Keith Teague | | |
President – Finance and Administration
February 20, 2025
| | | | Chief Financial Officer |
| */s/ Jennifer R. Kneale* | | Chief Financial Officer |
| */s/ Robert B. Evans* | | Director |
| Robert B. Evans | | |
| /s/ *Ershel C. Redd Jr.* | | Director |
| Ershel C. Redd Jr. | | |
| [Note 11 ― Preferred Stock](#note_13_preferred_stock) | F-33 |
Chief Financial Officer
Report of Independent Registered Public Accounting Firm
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
February 15, 2024