Item 1. Financial Statements.

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Item 1. Financial Statements.

TARGA RESOURCES CORP.

CONSOLIDATED B****ALANCE SHEETS

June 30, 2025December 31, 2024
(Unaudited)
(In millions)
ASSETS
Current assets:
Cash and cash equivalents$113.1$157.3
Trade receivables, net of allowances of $0.7 million and $2.5 million as of June 30, 2025 and December 31, 20241,408.61,618.3
Inventories443.5334.3
Assets from risk management activities78.361.8
Other current assets163.7124.6
Total current assets2,207.22,296.3
Property, plant and equipment, net19,020.318,062.7
Intangible assets, net1,814.41,977.4
Long-term assets from risk management activities26.225.3
Investments in unconsolidated affiliates268.6193.3
Other long-term assets176.1179.1
Total assets$23,512.8$22,734.1
LIABILITIES AND OWNERS’ EQUITY
Current liabilities:
Accounts payable$1,726.7$2,012.5
Accrued liabilities214.0336.0
Interest payable313.2269.1
Liabilities from risk management activities154.6167.3
Current debt obligations768.2387.7
Total current liabilities3,176.73,172.6
Long-term debt16,082.313,786.9
Long-term liabilities from risk management activities72.792.0
Deferred income taxes, net1,079.4872.1
Other long-term liabilities390.3392.3
Contingencies (see Note 12)
Owners’ equity:
Targa Resources Corp. stockholders’ equity:
Common Stock ($0.001 par value, 450,000,000 shares authorized as of June 30, 2025 and December 31, 2024)0.20.2
Issued Outstanding
June 30, 2025 242,332,690 215,509,429
December 31, 2024 241,764,105 217,763,821
Additional paid-in capital3,053.33,089.1
Retained earnings (deficit)1,705.41,190.0
Accumulated other comprehensive income (loss)43.227.5
Treasury stock, at cost (26,823,261 shares and 24,000,284 shares as of June 30, 2025 and December 31, 2024)(2,214.0)(1,714.4)
Total Targa Resources Corp. stockholders’ equity2,588.12,592.4
Noncontrolling interests123.31,825.8
Total owners’ equity2,711.44,418.2
Total liabilities and owners’ equity$23,512.8$22,734.1

See notes to consolidated financial statements.

TARGA RESOURCES CORP.

CONSOLIDATED STATEM****ENTS OF OPERATIONS

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(Unaudited)
(In millions, except per share amounts)
Revenues:
Sales of commodities$3,636.3$2,966.7$7,520.7$6,909.3
Fees from midstream services623.8595.31,300.91,215.1
Total revenues4,260.13,562.08,821.68,124.4
Costs and expenses:
Product purchases and fuel2,436.02,197.45,693.85,415.4
Operating expenses323.6290.7627.2568.7
Depreciation and amortization expense373.7348.6741.3689.1
General and administrative expense95.098.3189.5184.8
Other operating (income) expense(1.8)(0.2)(7.1)(0.3)
Income (loss) from operations1,033.6627.21,576.91,266.7
Other income (expense):
Interest expense, net(218.4)(176.0)(415.5)(404.6)
Equity earnings (loss)5.12.910.65.6
Other, net1.0(0.9)1.31.0
Income (loss) before income taxes821.3453.21,173.3868.7
Income tax (expense) benefit(184.1)(94.3)(256.3)(177.1)
Net income (loss)637.2358.9917.0691.6
Less: Net income (loss) attributable to noncontrolling interests8.160.417.4117.9
Net income (loss) attributable to Targa Resources Corp.629.1298.5899.6573.7
Premium on repurchase of noncontrolling interests, net of tax——70.5—
Net income (loss) attributable to common shareholders$629.1$298.5$829.1$573.7
Net income (loss) per common share - basic$2.88$1.34$3.79$2.56
Net income (loss) per common share - diluted$2.87$1.33$3.78$2.55
Weighted average shares outstanding - basic216.6221.0217.2221.9
Weighted average shares outstanding - diluted217.3221.9218.0222.9

See notes to consolidated financial statements.

TARGA RESOURCES CORP.

CONSOLIDATED STATEMENTS OF C****OMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30,
20252024
Pre-TaxRelated Income TaxAfter TaxPre-TaxRelated Income TaxAfter Tax
(Unaudited)
(In millions)
Net income (loss)$637.2$358.9
Other comprehensive income (loss):
Commodity hedging contracts:
Change in fair value$75.8$(17.3)58.5$3.0$(0.7)2.3
Settlements reclassified to revenues(27.7)6.3(21.4)(32.2)7.4(24.8)
Other comprehensive income (loss)48.1(11.0)37.1(29.2)6.7(22.5)
Comprehensive income (loss)674.3336.4
Less: Comprehensive income (loss) attributable to noncontrolling interests8.160.4
Comprehensive income (loss) attributable to Targa Resources Corp.$666.2$276.0
Six Months Ended June 30,
20252024
Pre-TaxRelated Income TaxAfter TaxPre-TaxRelated Income TaxAfter Tax
(Unaudited)
(In millions)
Net income (loss)$917.0$691.6
Other comprehensive income (loss):
Commodity hedging contracts:
Change in fair value$42.0$(9.6)32.4$(67.2)$15.4(51.8)
Settlements reclassified to revenues(21.6)4.9(16.7)(29.0)6.6(22.4)
Other comprehensive income (loss)20.4(4.7)15.7(96.2)22.0(74.2)
Comprehensive income (loss)932.7617.4
Less: Comprehensive income (loss) attributable to noncontrolling interests17.4117.9
Comprehensive income (loss) attributable to Targa Resources Corp.$915.3$499.5

See notes to consolidated financial statements.

TARGA RESOURCES CORP.

CONSOLIDATED STATEM****ENTS OF CASH FLOWS

Six Months Ended June 30,
20252024
(Unaudited)
(In millions)
Cash flows from operating activities
Net income (loss)$917.0$691.6
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization in interest expense7.97.2
Compensation on equity grants34.729.7
Depreciation and amortization expense741.3689.1
Deferred income tax expense (benefit)226.7170.8
Equity (earnings) loss of unconsolidated affiliates(10.6)(5.6)
Distributions of earnings received from unconsolidated affiliates7.411.2
Risk management activities(31.7)68.8
Other, net14.06.4
Changes in operating assets and liabilities, net of acquisitions:
Receivables and other assets319.8302.9
Inventories(105.4)60.2
Accounts payable, accrued liabilities and other liabilities(352.5)(269.7)
Interest payable44.118.3
Net cash provided by (used in) operating activities1,812.71,780.9
Cash flows from investing activities
Outlays for property, plant and equipment(1,698.3)(1,410.1)
Investments in unconsolidated affiliates(75.8)(20.1)
Return of capital from unconsolidated affiliates3.71.0
Other, net0.31.5
Net cash provided by (used in) investing activities(1,770.1)(1,427.7)
Cash flows from financing activities
Debt obligations:
Proceeds from borrowings of commercial paper notes46,656.236,477.0
Repayments of commercial paper notes(47,119.7)(35,349.0)
Repayment of term loan facility—(500.0)
Proceeds from borrowings under accounts receivable securitization facility870.0125.0
Repayments of accounts receivable securitization facility(1,200.0)(150.0)
Proceeds from issuance of senior unsecured notes3,490.7—
Principal payments of finance leases(30.2)(23.2)
Costs incurred in connection with financing arrangements(41.3)—
Repurchases of common stock(449.2)(478.8)
Shares tendered for tax withholding obligations(46.7)(36.7)
Contributions from noncontrolling interests—6.0
Distributions to noncontrolling interests(24.2)(113.3)
Repurchase of noncontrolling interests(1,800.4)(1.3)
Dividends paid to common shareholders(385.6)(284.2)
Other, net(6.4)—
Net cash provided by (used in) financing activities(86.8)(328.5)
Net change in cash and cash equivalents(44.2)24.7
Cash and cash equivalents, beginning of period157.3141.7
Cash and cash equivalents, end of period$113.1$166.4

See notes to consolidated financial statements.

TARGA RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN O****WNERS’ EQUITY

RetainedAccumulated
AdditionalEarningsOtherTreasuryTotal
Common StockPaid in(AccumulatedComprehensiveSharesNoncontrollingOwners’
SharesAmountCapitalDeficit)Income (Loss)SharesAmountInterestsEquity
(Unaudited)
(In millions, except shares in thousands)
Balance, March 31, 2025217,461$0.2$3,036.2$1,295.3$6.124,867$**(**1,886.3)$121.2$2,572.7
Compensation on equity grants——17.1—————17.1
Dividend equivalent rights———(0.7)————(0.7)
Shares issued under compensation program4————————
Shares tendered for tax withholding obligations(1)————1(0.2)—(0.2)
Repurchases of common stock(1,955)————1,955(324.3)—(324.3)
Excise tax on repurchases of common stock——————(3.2)—(3.2)
Common stock dividends
Dividends - $1.00 per share———(218.3)————(218.3)
Distributions to noncontrolling interests———————(6.0)(6.0)
Other comprehensive income (loss)————37.1———37.1
Net income (loss)———629.1———8.1637.2
Balance, June 30, 2025215,509$0.2$3,053.3$1,705.4$43.226,823$**(**2,214.0)$123.3$2,711.4
RetainedAccumulated
AdditionalEarningsOtherTreasuryTotal
Common StockPaid in(AccumulatedComprehensiveSharesNoncontrollingOwners’
SharesAmountCapitalDeficit)Income (Loss)SharesAmountInterestsEquity
(Unaudited)
(In millions, except shares in thousands)
Balance, March 31, 2024222,150$0.2$3,073.4$654.1$33.919,110$**(**1,057.7)$1,873.7$4,577.6
Compensation on equity grants——15.1—————15.1
Dividend equivalent rights———(1.1)————(1.1)
Shares issued under compensation program7————————
Shares tendered for tax withholding obligations(1)————1(0.2)—(0.2)
Repurchases of common stock(2,986)————2,986(355.1)—(355.1)
Excise tax on repurchases of common stock——————(3.5)—(3.5)
Common stock dividends
Dividends - $0.75 per share———(167.6)————(167.6)
Distributions to noncontrolling interests———————(56.8)(56.8)
Contributions from noncontrolling interests———————4.24.2
Other comprehensive income (loss)————(22.5)———(22.5)
Net income (loss)———298.5———60.4358.9
Balance, June 30, 2024219,170$0.2$3,088.5$783.9$11.422,097$**(**1,416.5)$1,881.5$4,349.0

See notes to consolidated financial statements.

TARGA RESOURCES CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN OWNERS’ EQUITY

RetainedAccumulated
AdditionalEarningsOtherTreasuryTotal
Common StockPaid in(AccumulatedComprehensiveSharesNoncontrollingOwners’
SharesAmountCapitalDeficit)Income (Loss)SharesAmountInterestsEquity
(Unaudited)
(In millions, except shares in thousands)
Balance, December 31, 2024217,764$0.2$3,089.1$1,190.0$27.524,000$**(**1,714.4)$1,825.8$4,418.2
Compensation on equity grants——34.7—————34.7
Dividend equivalent rights———(1.4)————(1.4)
Shares issued under compensation program568————————
Shares tendered for tax withholding obligations(217)————217(46.7)—(46.7)
Repurchases of common stock(2,606)————2,606(449.2)—(449.2)
Excise tax on repurchases of common stock——————(3.7)—(3.7)
Common stock dividends
Dividends - $1.75 per share———(382.8)————(382.8)
Distributions to noncontrolling interests———————(10.7)(10.7)
Repurchase of noncontrolling interests, net of tax——(70.5)————(1,709.2)(1,779.7)
Other comprehensive income (loss)————15.7———15.7
Net income (loss)———899.6———17.4917.0
Balance, June 30, 2025215,509$0.2$3,053.3$1,705.4$43.226,823$**(**2,214.0)$123.3$2,711.4
RetainedAccumulated
AdditionalEarningsOtherTreasuryTotal
Common StockPaid in(AccumulatedComprehensiveSharesNoncontrollingOwners’
SharesAmountCapitalDeficit)Income (Loss)SharesAmountInterestsEquity
(Unaudited)
(In millions, except shares in thousands)
Balance, December 31, 2023222,611$0.2$3,058.8$492.0$85.617,484$**(**896.9)$1,870.3$4,610.0
Compensation on equity grants——29.7—————29.7
Dividend equivalent rights———(1.8)————(1.8)
Shares issued under compensation program1,172————————
Shares tendered for tax withholding obligations(441)————441(36.7)—(36.7)
Repurchases of common stock(4,172)————4,172(478.8)—(478.8)
Excise tax on repurchases of common stock——————(4.1)—(4.1)
Common stock dividends
Dividends - $1.25 per share———(280.0)————(280.0)
Distributions to noncontrolling interests———————(112.7)(112.7)
Contributions from noncontrolling interests———————6.06.0
Other comprehensive income (loss)————(74.2)———(74.2)
Net income (loss)———573.7———117.9691.6
Balance, June 30, 2024219,170$0.2$3,088.5$783.9$11.422,097$**(**1,416.5)$1,881.5$4,349.0

See notes to consolidated financial statements.

TARGA RESOURCES CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in millions of dollars.

Note 1 — Organizati****on and Operations

Our Organization

Targa Resources Corp. (NYSE: TRGP) is a publicly traded Delaware corporation formed in October 2005. Targa is a leading provider of midstream services and is one of the largest independent infrastructure companies in North America. We own, operate, acquire, and develop a diversified portfolio of complementary domestic infrastructure assets.

In this Quarterly Report, unless the context requires otherwise, references to “we,” “us,” “our,” “the Company,” “Targa” or “TRGP” are intended to mean our consolidated business and operations. TRGP controls the general partner of and owns all of the outstanding common units representing limited partner interests in Targa Resources Partners LP, referred to herein as the “Partnership”. Targa consolidates the Partnership and its subsidiaries under GAAP, and the accompanying consolidated financial statements have been prepared under the rules and regulations of the SEC. Targa’s consolidated financial statements include differences from the consolidated financial statements of the Partnership. The most noteworthy differences are:

the inclusion of the TRGP senior revolving credit facility;

the inclusion of the TRGP senior unsecured notes;

the inclusion of the TRGP commercial paper notes; and

the impacts of TRGP’s treatment as a corporation for U.S. federal income tax purposes.

Our Operations

The Company is primarily engaged in the business of:

gathering, compressing, treating, processing, transporting, and purchasing and selling natural gas;

transporting, storing, fractionating, treating, and purchasing and selling NGLs and NGL products, including services to LPG exporters; and

gathering, storing, terminaling, and purchasing and selling crude oil.

See Note 16 – Segment Information for certain financial information regarding our business segments.

Note 2 — Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by GAAP. Therefore, this information should be read in conjunction with our consolidated financial statements and notes contained in our Annual Report. The information furnished herein reflects all adjustments that are, in the opinion of management, of a normal recurring nature and considered necessary for a fair statement of the results of the interim periods reported. All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior periods have been reclassified to conform to the current year presentation. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Note 3 — Significant Accounting Policies

The accounting policies that we follow are set forth in Note 3 – Significant Accounting Policies of the Notes to Consolidated Financial Statements in our Annual Report. Other than the updates noted below, there were no significant updates or revisions to our accounting policies during the six months ended June 30, 2025.

Recently issued accounting pronouncements not yet adopted

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require, among other items, that public entities disclose, on an annual basis, (i) specific categories of income taxes in the rate reconciliation, and (ii) a disaggregation of income taxes paid by federal, state, and foreign taxes.

These amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied prospectively with retrospective application permitted. We are evaluating the effect of the amendments on our consolidated financial statements and expect to disclose the required information beginning in the annual report on Form 10-K for the year ended December 31, 2025. The impact of the adoption will be limited to disclosure in the notes to consolidated financial statements for annual reporting periods.

Disaggregation of 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. We are evaluating the effect of the amendments on our consolidated financial statements and expect to disclose the required information for fiscal years beginning in the annual report on Form 10-K for the year ended December 31, 2027 and for interim periods beginning in the quarterly report on Form 10-Q for the quarter ended March 31, 2028. The impact of the adoption will be limited to disclosure in the notes to consolidated financial statements.

Note 4 — Joint Ventures and Acquisitions

On March 5, 2025, we completed the acquisition of Blackstone’s 45% interest in Targa Badlands LLC (“Targa Badlands”) for aggregate consideration of $1.8 billion in cash, with an additional $0.4 million of capitalized transaction costs (the “Badlands Transaction”). As a result of the acquisition, we own 100% of the interests in and earnings of Targa Badlands effective January 1, 2025. The change in our ownership interest was accounted for as an equity transaction representing the acquisition of noncontrolling interests. The amount of the redemption price in excess of the carrying amount, net of tax, was $70.5 million, which was accounted for as a premium on repurchase of noncontrolling interests, and resulted in a reduction to Net income (loss) attributable to common shareholders.

Note 5 — Property, Plant and Equipment and Intangible Assets

June 30, 2025December 31, 2024Estimated Useful Lives (In Years)
Gathering systems$11,845.5$11,575.05 to 20
Processing and fractionation facilities10,037.19,543.35 to 25
Terminaling and storage facilities1,550.01,469.15 to 25
Transportation assets4,436.54,131.510 to 50
Other property, plant and equipment572.8537.73 to 25
Land209.2198.6—
Construction in progress2,003.11,702.9—
Finance lease right-of-use assets434.8401.35 to 14
Property, plant and equipment31,089.029,559.4
Accumulated depreciation, amortization and impairment(12,068.7)(11,496.7)
Property, plant and equipment, net$19,020.3$18,062.7
Intangible assets4,378.04,378.010 to 20
Accumulated amortization and impairment(2,563.6)(2,400.6)
Intangible assets, net$1,814.4$1,977.4

During the three and six months ended June 30, 2025, depreciation expense was $292.2 million and $578.3 million, respectively. During the three and six months ended June 30, 2024, depreciation expense was $255.3 million and $502.5 million, respectively.

Intangible Assets

Intangible assets consist of customer contracts and customer relationships acquired in prior business combinations. The fair values of these acquired intangible assets were determined at the dates of acquisition based on the present values of estimated future cash flows. Amortization expense attributable to these assets is recorded over the periods in which we benefit from services provided to customers.

During the three and six months ended June 30, 2025, amortization expense was $81.5 million and $163.0 million, respectively. During the three and six months ended June 30, 2024, amortization expense was $93.3 million and $186.6 million, respectively.

The estimated annual amortization expense for intangible assets is approximately $326.0 million, $279.8 million, $252.2 million, $234.0 million and $214.1 million for each of the years 2025 through 2029, respectively.

Note 6 – Investments in Unconsolidated Affiliates

Our investments in unconsolidated affiliates consist of the following:

Gathering and Processing Segment

50% operated ownership interest in Little Missouri 4.

Logistics and Transportation Segment

38.8% operated ownership interest in Gulf Coast Fractionators (“GCF”);

50% operated ownership interest in Cayenne Pipeline, LLC (“Cayenne”); and

17.5% non-operated ownership interest in the Blackcomb and Traverse pipelines, which are currently under construction, held by a joint venture (“Blackcomb”).

The terms of these joint venture agreements do not afford us the degree of control required for consolidating the entities in our consolidated financial statements, but do afford us the significant influence required to employ the equity method of accounting.

The following table shows the activity related to our investments in unconsolidated affiliates:

Balance at December 31, 2024Equity Earnings (Loss)Cash DistributionsContributions (1)Balance at June 30, 2025
Little Missouri 4$84.3$7.6$(9.7)$5.1$87.3
GCF66.40.2—0.967.5
Cayenne12.33.0(1.4)—13.9
Blackcomb30.3(0.2)—69.899.9
Total$193.3$10.6$(11.1)$75.8$268.6

(1)

Includes capitalized interest of $1.9 million related to our contributions to Blackcomb.

Note 7 — De****bt Obligations

June 30, 2025December 31, 2024
Current:
Partnership accounts receivable securitization facility, due August 2025 (1)$—$330.0
Senior unsecured notes issued by the Partnership: (2)
6.500% fixed rate, due July 2027 (3)705.2—
Debt issuance costs, net of amortization (3)(1.9)—
Finance lease liabilities64.957.7
Current debt obligations768.2387.7
Long-term:
TRGP senior revolving credit facility, variable rate, due February 2030 (4)667.01,130.5
Senior unsecured notes issued by TRGP:
5.200% fixed rate, due July 2027750.0750.0
6.150% fixed rate, due March 20291,000.01,000.0
4.900% fixed rate, due September 2030 (3)750.0—
4.200% fixed rate, due February 2033750.0750.0
6.125% fixed rate, due March 2033900.0900.0
6.500% fixed rate, due March 20341,000.01,000.0
5.500% fixed rate, due February 20351,000.01,000.0
5.550% fixed rate, due August 2035 (5)1,000.0—
5.650% fixed rate, due February 2036 (3)750.0—
4.950% fixed rate, due April 2052750.0750.0
6.250% fixed rate, due July 2052500.0500.0
6.500% fixed rate, due February 2053850.0850.0
6.125% fixed rate, due May 2055 (5)1,000.0—
Unamortized discount(38.0)(29.4)
Senior unsecured notes issued by the Partnership: (2)
6.500% fixed rate, due July 2027 (3)—705.2
5.000% fixed rate, due January 2028700.3700.3
6.875% fixed rate, due January 2029679.3679.3
5.500% fixed rate, due March 2030949.6949.6
4.875% fixed rate, due February 20311,000.01,000.0
4.000% fixed rate, due January 20321,000.01,000.0
15,958.213,635.5
Debt issuance costs, net of amortization(115.5)(89.0)
Finance lease liabilities239.6240.4
Long-term debt16,082.313,786.9
Total debt obligations$16,850.5$14,174.6
Irrevocable standby letters of credit: (4)
Letters of credit outstanding under the TRGP senior revolving credit facility$9.4$17.6

(1)

As of June 30, 2025, the Partnership had no amount drawn under its $600.0 million accounts receivable securitization facility (the “Securitization Facility”), resulting in $600.0 million of remaining availability. In July 2025, the Partnership amended the Securitization Facility to, among other things, extend the facility termination date to August 31, 2026.

(2)

We guarantee all of the Partnership’s outstanding senior unsecured notes.

(3)

In June 2025, we completed an underwritten public offering of (i) $750.0 million aggregate principal amount of our 4.900% Senior Unsecured Notes due 2030 and (ii) $750.0 million aggregate principal amount of our 5.650% Senior Unsecured Notes due 2036, resulting in net proceeds of approximately $1.5 billion. The net proceeds were initially used to reduce borrowings under the Securitization Facility and Commercial Paper Program as reflected on the balance sheet as of June 30, 2025. A conditional notice of redemption of all of the Partnership’s 6.500% Senior Unsecured Notes due 2027 was issued in June 2025, resulting in the classification of the notes within Current debt obligations on our Consolidated Balance Sheets as of June 30, 2025. In July 2025, we used borrowings under the Securitization Facility and Commercial Paper Program to fund the redemption of all of the Partnership’s 6.500% Senior Unsecured Notes due 2027.

(4)

In February 2025, we entered into a new $3.5 billion TRGP senior revolving credit facility (the “TRGP Revolver”), which matures in February 2030. In connection with our entry into the TRGP Revolver, we terminated our previous TRGP senior revolving credit facility (the “Previous TRGP Revolver”). We maintain an unsecured commercial paper note program (the “Commercial Paper Program”), the borrowings of which are supported through maintaining a minimum available borrowing capacity under the TRGP Revolver equal to the aggregate amount outstanding under the Commercial Paper Program at any one time not to exceed $3.5 billion. The TRGP Revolver had no borrowings outstanding and the Commercial Paper Program had $667.0 million of borrowings outstanding, resulting in approximately $2.8 billion of available liquidity as of June 30, 2025, after accounting for outstanding letters of credit.

(5)

In February 2025, we completed an underwritten public offering of (i) $1.0 billion aggregate principal amount of our 5.550% Senior Unsecured Notes due 2035 and (ii) $1.0 billion aggregate principal amount of our 6.125% Senior Unsecured Notes due 2055, resulting in net proceeds of approximately $2.0 billion.

The following table shows the range of interest rates and weighted average interest rate incurred on our variable-rate debt obligations during the six months ended June 30, 2025:

Range of Interest Rates IncurredWeighted Average Interest Rate Incurred
TRGP Revolver and Commercial Paper Program4.6% - 4.8%4.7%
Securitization Facility5.2% - 5.3%5.2%

Compliance with Debt Covenants

As of June 30, 2025, we were in compliance with the covenants contained in our various debt agreements.

TRGP Revolver

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 TRGP Revolver provides for a revolving credit facility in an initial aggregate principal amount up to $3.5 billion (with an option to increase such maximum aggregate principal amount by up to $500.0 million in the future, subject to the terms of the TRGP Revolver) and a swing line sub-facility of up to $150.0 million. We recorded $8.9 million of debt issuance costs related to the TRGP Revolver in Other long-term assets on our Consolidated Balance Sheets. The TRGP Revolver matures on February 18, 2030. We will be able to extend the maturity date, subject to the required lenders’ consent, by one year up to two times. In connection with our entry into the TRGP Revolver, we terminated the Previous TRGP Revolver. As a result of the termination of the Previous TRGP Revolver, we recorded a loss due to debt extinguishment of $0.6 million.

Senior Unsecured Notes Issuance

In February 2025, we completed an underwritten public offering of (i) $1.0 billion aggregate principal amount of our 5.550% Senior Unsecured Notes due 2035 (the “5.550% Notes due 2035”) and (ii) $1.0 billion aggregate principal amount of our 6.125% Senior Unsecured Notes due 2055 (the “6.125% Notes due 2055”) (collectively, the “February 2025 Senior Unsecured Notes”), resulting in net proceeds of approximately $2.0 billion. The February 2025 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The February 2025 Senior Unsecured Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain Tenth Supplemental Indenture, dated as of February 27, 2025, among us, each subsidiary guarantor and U.S. Bank Trust Company, National Association, as trustee. In connection with the offering, we recorded debt issuance costs of $20.4 million and discount of $6.1 million as reductions to the carrying value of the February 2025 Senior Unsecured Notes in Long-term debt on our Consolidated Balance Sheets. We used the net proceeds from the debt issuance to fund the Badlands Transaction and the remaining net proceeds for general corporate purposes, including to repay borrowings under the Commercial Paper Program.

In June 2025, we completed an underwritten public offering of (i) $750.0 million aggregate principal amount of our 4.900% Senior Unsecured Notes due 2030 (the “4.900% Notes due 2030”) and (ii) $750.0 million aggregate principal amount of our 5.650% Senior Unsecured Notes due 2036 (the “5.650% Notes due 2036”) (collectively, the “June 2025 Senior Unsecured Notes”), resulting in net proceeds of approximately $1.5 billion. The June 2025 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The June 2025 Senior Unsecured Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain Eleventh Supplemental Indenture, dated as of June 18, 2025, among us, each subsidiary guarantor and U.S. Bank Trust Company, National Association, as trustee. In connection with the offering, we recorded debt issuance costs of $13.5 million and discount of $3.2 million as reductions to the carrying value of the June 2025 Senior Unsecured Notes in Long-term debt on our Consolidated Balance Sheets. The net proceeds were initially used to reduce borrowings under the Securitization Facility and Commercial Paper Program as reflected on the balance sheet as of June 30, 2025. In July 2025, we used borrowings under the Securitization Facility and Commercial Paper Program to fund the redemption of all of the Partnership’s 6.500% Senior Unsecured Notes due 2027 (the “6.500% Notes due 2027”).

Debt Extinguishment

A conditional notice of redemption of all of the 6.500% Notes due 2027 was issued in June 2025, with the redemption conditioned on completion of the June 2025 Senior Unsecured Notes issuance, resulting in the classification of the 6.500% Notes due 2027 within Current debt obligations on our Consolidated Balance Sheets as of June 30, 2025. In July 2025, we completed the redemption of all of the Partnership’s 6.500% Notes due 2027 and recorded a debt extinguishment loss of $1.9 million due to a write-off of debt issuance costs in the third quarter.

Partnership’s Accounts Receivable Securitization Facility

In July 2025, the Partnership amended the Securitization Facility to, among other things, extend the facility termination date to August 31, 2026.

Note 8 — Common Sto****ck and Related Matters

Common Share Repurchase Program

In May 2023, our Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”) for the repurchase of up to $1.0 billion of our outstanding common stock. During the first quarter of 2025, we exhausted the 2023 Share Repurchase Program.

In July 2024, our Board of Directors approved a share repurchase program (the “2024 Share Repurchase Program”) for the repurchase of up to $1.0 billion of our outstanding common stock. In addition, in August 2025, our Board of Directors approved a new share repurchase program (the “2025 Share Repurchase Program” and, together with the 2024 Share Repurchase Program, the “Share Repurchase Programs”) for the repurchase of up to $1.0 billion of our outstanding common stock. We are not obligated to repurchase any specific dollar amount or number of shares under the Share Repurchase Programs and may discontinue these programs at any time.

For the three and six months ended June 30, 2025, we repurchased 1,955,099 shares and 2,606,262 shares of our common stock at a weighted average per share price of $165.86 and $172.35 for a total net cost of $324.3 million and $449.2 million, respectively. For the three and six months ended June 30, 2024, we repurchased 2,985,816 shares and 4,172,260 shares of our common stock at a weighted average per share price of $118.91 and $114.75 for a total net cost of $355.1 million and $478.8 million, respectively.

As of June 30, 2025, there was $566.2 million remaining under the 2024 Share Repurchase Program. The amount authorized under the 2025 Share Repurchase Program is in addition to the amount that remained under the 2024 Share Repurchase Program.

Common Stock Dividends

In April 2025, we declared an increase to our common dividend to $1.00 per common share, or $4.00 per common share annualized, effective for the first quarter of 2025.

The following table details the dividends declared and/or paid by us to common shareholders for the six months ended June 30, 2025:

Three Months EndedDate Paid or To Be PaidTotal Common Dividends DeclaredAmount of Common Dividends Paid or To Be PaidDividends on Share-Based AwardsDividends Declared per Share of Common Stock
(In millions, except per share amounts)
June 30, 2025August 15, 2025$217.1$215.2$1.9$1.00000
March 31, 2025May 15, 2025219.0216.92.11.00000
December 31, 2024February 14, 2025165.2163.61.60.75000

Note 9 — Earnings per Common Share

Restricted Stock Unit awards (“RSUs”) that vest no later than three years following the RSUs’ grant date participate in quarterly cash dividend payments. As these RSUs and certain four-year retention awards participate in nonforfeitable dividends with the common equity owners of the Company, they are considered participating securities.

We calculate earnings per share using the two-class method. Earnings are allocated to common stock and participating securities based on the amount of dividends paid in the current period plus an allocation of the undistributed earnings to the extent that each security participates in earnings.

The following table sets forth a reconciliation of net income and weighted average shares outstanding used in computing basic and diluted net income per common share:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
(In millions, except per share amounts)
Net income (loss) attributable to Targa Resources Corp.$629.1$298.5$899.6$573.7
Less: Premium on repurchase of noncontrolling interests, net of tax (1)——70.5—
Net income (loss) attributable to common shareholders629.1298.5829.1573.7
Less: Participating share-based earnings (2)4.02.35.24.5
Net income (loss) allocated to common shareholders for basic earnings per share$625.1$296.2$823.9$569.2
Weighted average shares outstanding - basic216.6221.0217.2221.9
Dilutive effect of unvested restricted stock awards0.70.90.81.0
Weighted average shares outstanding - diluted217.3221.9218.0222.9
Net income (loss) available per common share - basic$2.88$1.34$3.79$2.56
Net income (loss) available per common share - diluted$2.87$1.33$3.78$2.55

(1)

Represents premium paid on the Badlands Transaction. See Note 4 – Joint Ventures and Acquisitions.

(2)

Represents the distributed and undistributed earnings of the Company attributable to the participating securities. The dilutive effect of the reallocation of participating securities to diluted net income attributable to common shareholders was immaterial.

The following potential common stock equivalents are excluded from the determination of diluted earnings per share because the inclusion of such shares would have been anti-dilutive (in millions on a weighted-average basis):

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Unvested restricted stock awards1.11.21.11.2

Note 10 — Derivative Instru****ments and Hedging Activities

The primary purpose of our commodity risk management activities is to manage our exposure to commodity price risk and reduce volatility in our operating cash flow due to fluctuations in commodity prices. We have entered into derivative instruments to hedge the commodity price risks associated with a portion of our expected (i) natural gas, NGL, and condensate equity volumes in our Gathering and Processing operations that result from percent-of-proceeds processing arrangements, (ii) future commodity purchases and sales in our Logistics and Transportation segment and (iii) natural gas transportation basis risk in our Logistics and Transportation segment. The hedge positions associated with (i) and (ii) above will move favorably in periods of falling commodity prices and unfavorably in periods of rising commodity prices and are primarily designated as cash flow hedges for accounting purposes.

The hedges generally match the NGL product composition and the NGL delivery points of our physical equity volumes. Our natural gas hedges are a mixture of specific gas delivery points and Henry Hub. The NGL hedges may be transacted as specific NGL hedges or as baskets of ethane, propane, normal butane, isobutane and natural gasoline based upon our expected equity NGL composition. We believe this approach avoids uncorrelated risks resulting from employing hedges on crude oil or other petroleum products as “proxy” hedges of NGL prices. Our natural gas and NGL hedges are settled using published index prices for delivery at various locations.

We hedge a portion of our condensate equity volumes using crude oil hedges that are based on NYMEX futures contracts for West Texas Intermediate light, sweet crude, which approximates the prices received for condensate. This exposes us to a market differential risk if NYMEX futures do not move in exact parity with the sales price of our underlying condensate equity volumes.

We also enter into derivative instruments to help manage other short-term commodity-related business risks and take advantage of market opportunities. We have not designated these derivatives as hedges and record changes in fair value and cash settlements to revenues in current earnings.

At June 30, 2025, the notional volumes of our commodity derivative contracts were:

CommodityInstrumentUnit2025202620272028
Natural GasSwapsMMBtu/d81,58481,60444,50811,047
Natural GasBasis SwapsMMBtu/d568,668368,459288,329100,000
NGLSwapsBbl/d44,18331,68515,8633,944
NGLFuturesBbl/d35,7934,726——
CondensateSwapsBbl/d8,0238,2492,381592

Our derivative contracts are subject to netting arrangements that permit our contracting subsidiaries to net cash settle offsetting asset and liability positions with the same counterparty within the same Targa entity. The master netting provisions reduced our maximum loss due to counterparty credit risk by $18.7 million as of June 30, 2025. The range of losses attributable to our individual counterparties would be between $0.3 million and $8.2 million, depending on the counterparty in default. We record derivative assets and liabilities on our Consolidated Balance Sheets on a gross basis, without considering the effect of master netting arrangements.

The following table reflects the fair value of our derivative instruments and their location on our Consolidated Balance Sheets as of the periods presented:

Fair Value as of June 30, 2025Fair Value as of December 31, 2024
Balance SheetDerivativeDerivativeDerivativeDerivative
LocationAssetsLiabilitiesAssetsLiabilities
Derivatives designated as hedging instruments
Commodity contractsCurrent$67.0$(17.3)$50.8$(29.0)
Long-term16.4(17.4)20.8(11.7)
Total derivatives designated as hedging instruments$83.4$(34.7)$71.6$(40.7)
Derivatives not designated as hedging instruments
Commodity contractsCurrent$11.3$(137.3)$11.0$(138.3)
Long-term9.8(55.3)4.5(80.3)
Total derivatives not designated as hedging instruments$21.1$(192.6)$15.5$(218.6)
Total current position$78.3$(154.6)$61.8$(167.3)
Total long-term position26.2(72.7)25.3(92.0)
Total derivatives$104.5$(227.3)$87.1$(259.3)

The following tables reflect the pro forma impact of reporting derivatives on our Consolidated Balance Sheets on a net basis as of the periods presented:

Gross PresentationPro Forma Net Presentation
June 30, 2025AssetLiabilityCollateralAssetLiability
Current Position
Counterparties with offsetting positions or collateral$75.7$(154.6)$14.6$19.8$(84.1)
Counterparties without offsetting positions - assets2.6——2.6—
Counterparties without offsetting positions - liabilities—————
78.3(154.6)14.622.4(84.1)
Long-Term Position
Counterparties with offsetting positions or collateral26.2(70.7)(2.2)6.3(53.0)
Counterparties without offsetting positions - assets—————
Counterparties without offsetting positions - liabilities—(2.0)——(2.0)
26.2(72.7)(2.2)6.3(55.0)
Total Derivatives
Counterparties with offsetting positions or collateral101.9(225.3)12.426.1(137.1)
Counterparties without offsetting positions - assets2.6——2.6—
Counterparties without offsetting positions - liabilities—(2.0)——(2.0)
$104.5$(227.3)$12.4$28.7$(139.1)
Gross PresentationPro Forma Net Presentation
December 31, 2024AssetLiabilityCollateralAssetLiability
Current Position
Counterparties with offsetting positions or collateral$61.7$(167.3)$37.1$9.2$(77.7)
Counterparties without offsetting positions - assets0.1——0.1—
Counterparties without offsetting positions - liabilities—————
61.8(167.3)37.19.3(77.7)
Long-Term Position
Counterparties with offsetting positions or collateral24.2(91.5)9.04.2(62.5)
Counterparties without offsetting positions - assets1.1——1.1—
Counterparties without offsetting positions - liabilities—(0.5)——(0.5)
25.3(92.0)9.05.3(63.0)
Total Derivatives
Counterparties with offsetting positions or collateral85.9(258.8)46.113.4(140.2)
Counterparties without offsetting positions - assets1.2——1.2—
Counterparties without offsetting positions - liabilities—(0.5)——(0.5)
$87.1$(259.3)$46.1$14.6$(140.7)

Some of our hedges are futures contracts executed through brokers that clear the hedges through an exchange. We maintain a margin deposit with the brokers in an amount sufficient to cover the fair value of our open futures positions. The margin deposit is considered collateral, which is included within Other current assets on our Consolidated Balance Sheets and is not offset against the fair value of our derivative instruments. Our derivative instruments other than our futures contracts are executed under International Swaps and Derivatives Association agreements (“ISDAs”), which govern the key terms with our counterparties. Our ISDAs contain credit-risk related contingent features and are not secured. As of June 30, 2025, we have outstanding net derivative positions that contain credit-risk related contingent features that are in a net liability position of $134.3 million. We have not been required to post any collateral related to these positions due to our credit rating. If our credit rating was to be downgraded one notch below investment grade by both Moody’s Ratings and Standard & Poor’s Financial Services LLC, as defined in our ISDAs, we estimate that as of June 30, 2025, we would not be required to post collateral to any counterparty and that no counterparty could request immediate, full settlement per the terms of our ISDAs.

The fair value of our derivative instruments, depending on the type of instrument, was determined by the use of present value methods or standard option valuation models with assumptions about commodity prices based on those observed in underlying markets. The estimated fair value of our derivative instruments was a net liability of $122.8 million as of June 30, 2025. The estimated fair value is net of an adjustment for credit risk based on the default probabilities as indicated by market quotes for our counterparties’ credit default swap rates. The credit risk adjustment was immaterial for all periods presented. Our futures contracts that are cleared through an exchange are margined daily and do not require any credit adjustment.

The following tables reflect amounts recorded in Other comprehensive income (loss) (“OCI”) and amounts reclassified from OCI to revenue:

Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
Derivatives in Cash FlowThree Months Ended June 30,Six Months Ended June 30,
Hedging Relationships2025202420252024
Commodity contracts$75.8$3.0$42.0$(67.2)
Gain (Loss) Reclassified from OCI into Income (Effective Portion)
Three Months Ended June 30,Six Months Ended June 30,
Location of Gain (Loss)2025202420252024
Revenues$27.7$32.2$21.6$29.0

As of June 30, 2025, we expect to reclassify commodity hedge related net deferred gains of $49.5 million included in Accumulated OCI into earnings before income taxes over the next twelve months. However, actual amounts reclassified into earnings could be greater or less than the net amount reported in Accumulated OCI. As of June 30, 2025, the maximum length of time over which we have hedged our exposure to the variability in future cash flows is through 2028.

Our consolidated earnings are also affected by the use of the mark-to-market method of accounting for derivative instruments that do not qualify for hedge accounting or that have not been designated as hedges. The changes in fair value of these instruments are recorded on our Consolidated Balance Sheets and through earnings in our Consolidated Statements of Operations rather than being deferred until the anticipated transaction settles. The use of mark-to-market accounting for financial assets and liabilities (“financial instruments”) can cause non-cash earnings volatility due to changes in the underlying commodity price indices. For the three months ended June 30, 2025, we had net unrealized mark-to-market gains primarily driven by favorable movements in natural gas forward basis curves. For the six months ended June 30, 2025, we had net unrealized mark-to-market losses primarily driven by unfavorable movements in natural gas forward basis curves.

Location of Gain (Loss)Gain (Loss) Recognized in Income on Derivatives
Derivatives Not DesignatedRecognized in Income onThree Months Ended June 30,Six Months Ended June 30,
as Hedging InstrumentsDerivatives2025202420252024
Commodity contractsRevenue$206.2$(88.8)$(79.0)$(120.7)

See Note 11 – Fair Value Measurements and Note 16 – Segment Information for additional disclosures related to derivative instruments and hedging activities.

Note 11 — Fair V****alue Measurements

Under GAAP, our Consolidated Balance Sheets reflect a mixture of measurement methods for financial instruments. Derivative financial instruments are reported at fair value on our Consolidated Balance Sheets. Other financial instruments are reported at historical cost or amortized cost on our Consolidated Balance Sheets. The following are additional qualitative and quantitative disclosures regarding fair value measurements of our financial instruments.

Fair Value of Derivative Financial Instruments

Our derivative instruments consist of financially settled commodity swaps, futures, option contracts and fixed-price forward commodity contracts with certain counterparties. We determine the fair value of our derivative instruments using present value methods or standard option valuation models with assumptions about commodity prices based on those observed in underlying markets. We have consistently applied these valuation techniques in all periods presented and we believe we have obtained the most accurate information available for the types of derivative instruments we hold.

The fair values of our derivative instruments are sensitive to changes in forward pricing on natural gas, NGLs and crude oil. The derivatives at June 30, 2025 represent a net liability position of $122.8 million and reflects the present value, adjusted for counterparty credit risk, of the amount we expect to receive or pay in the future on our derivative instruments. If forward pricing on natural gas, NGLs and crude oil were to increase by 10%, the result would be a fair value reflecting a net liability of $298.5 million. If forward pricing on natural gas, NGLs and crude oil were to decrease by 10%, the result would be a fair value reflecting a net asset of $52.8 million.

Fair Value of Other Financial Instruments

Due to their cash or near-cash nature, the carrying value of other financial instruments included in working capital (i.e., cash and cash equivalents, accounts receivable, accounts payable) approximates their fair value. Debt is primarily the other financial instrument for which carrying value could vary significantly from fair value. We determined the supplemental fair value disclosures for our current and long-term debt as follows:

the TRGP Revolver, commercial paper notes and Securitization Facility are based on carrying value, which approximates fair value as their interest rates are based on prevailing market rates; and

the TRGP senior unsecured notes and the Partnership’s senior unsecured notes are based on quoted market prices derived from trades of the debt.

Fair Value Hierarchy

We categorize the inputs to the fair value measurements of financial assets and liabilities at each balance sheet reporting date using a three-tier fair value hierarchy that prioritizes the significant inputs used in measuring fair value:

Level 1 – observable inputs such as quoted prices in active markets;

Level 2 – inputs other than quoted prices in active markets that we can directly or indirectly observe to the extent that the markets are liquid for the relevant settlement periods; and

Level 3 – unobservable inputs in which little or no market data exists, therefore we must develop our own assumptions.

The following table shows a breakdown by fair value hierarchy category for (i) financial instruments measurements included on our Consolidated Balance Sheets at fair value and (ii) supplemental fair value disclosures for other financial instruments:

June 30, 2025
CarryingFair Value
ValueTotalLevel 1Level 2Level 3
Financial Instruments Recorded on Our Consolidated Balance Sheets at Fair Value:
Assets from commodity derivative contracts (1)$103.6$103.6$—$103.6$—
Liabilities from commodity derivative contracts (1)226.4226.4—225.31.1
Financial Instruments Recorded on Our Consolidated Balance Sheets at Carrying Value:
Cash and cash equivalents113.1113.1———
TRGP Revolver and Commercial Paper Program667.0667.0—667.0—
TRGP Senior unsecured notes10,962.011,004.7—11,004.7—
Partnership’s Senior unsecured notes5,034.44,986.5—4,986.5—
December 31, 2024
CarryingFair Value
ValueTotalLevel 1Level 2Level 3
Financial Instruments Recorded on Our Consolidated Balance Sheets at Fair Value:
Assets from commodity derivative contracts (1)$87.0$87.0$—$87.0$—
Liabilities from commodity derivative contracts (1)259.2259.2—259.2—
Financial Instruments Recorded on Our Consolidated Balance Sheets at Carrying Value:
Cash and cash equivalents157.3157.3———
Previous TRGP Revolver and Commercial Paper Program1,130.51,130.5—1,130.5—
TRGP Senior unsecured notes7,470.67,438.6—7,438.6—
Partnership’s Senior unsecured notes5,034.44,928.0—4,928.0—
Securitization Facility330.0330.0—330.0—

(1)

The fair value of derivative contracts in this table is presented on a different basis than the Consolidated Balance Sheets presentation as disclosed in Note 10 – Derivative Instruments and Hedging Activities. The above fair values reflect the total value of each derivative contract taken as a whole, whereas the Consolidated Balance Sheets presentation is based on the individual maturity dates of estimated future settlements. As such, an individual contract could have both an asset and liability position when segregated into its current and long-term portions for Consolidated Balance Sheets classification purposes.

Additional Information Regarding Level 3 Fair Value Measurements Included on Our Consolidated Balance Sheets

We report certain of our swaps at fair value using Level 3 inputs due to such derivative instruments not having observable market prices or implied volatilities for substantially the full term of the derivative asset or liability. For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivative instruments valued using indicative price quotations whose contract length extends into unobservable periods. The fair value of these swaps was determined using a discounted cash flow valuation technique based on a commodity forward curve, which is based on observable or public data sources and extrapolated when observable prices are not available. The significant unobservable inputs used in the fair value measurements of our Level 3 derivatives were the forward NGLs and natural gas pricing curves, for which a significant portion of the derivative instruments’ term is beyond available forward pricing.

The following table summarizes the changes in fair value of our financial instruments classified as Level 3 in the fair value hierarchy:

Commodity
Derivative Contracts
Asset (Liability)
Balance, December 31, 2024$—
Unrealized gain (loss) included in OCI(1.1)
Balance, June 30, 2025$(1.1)

Note 12 — Contingenci****es

Legal Proceedings

We and the Partnership are parties to various legal, administrative and regulatory proceedings that have arisen in the ordinary course of our business. We and the Partnership are also parties to various proceedings with governmental environmental agencies, including, but not limited to the U.S. Environmental Protection Agency (the “EPA”), Texas Commission on Environmental Quality, Oklahoma Department of Environmental Quality, New Mexico Environment Department, Louisiana Department of Environmental Quality and North Dakota Department of Environmental Quality, which assert monetary sanctions for alleged violations of environmental regulations, including air emissions, discharges into the environment and reporting deficiencies, related to events that have arisen at certain of our facilities in the ordinary course of our business.

On July 24, 2023, we received a Notice of Violation (the “New Mexico NOV”) from the New Mexico Environment Department (the “NMED”), Air Quality Bureau, relating to alleged air permit violations at the Red Hills gas processing facility. The alleged air permit violations occurred primarily between August 1, 2021 and June 30, 2022, while the facility was owned by Lucid Energy Delaware, LLC (“Lucid”), a subsidiary we acquired in July 2022 and renamed Targa Northern Delaware LLC. On December 5, 2024, we received a proposed Administrative Compliance Order (the “ACO”) from the NMED relating to the violations identified in the New Mexico NOV and certain other alleged violations. The ACO includes a proposed civil penalty of approximately $47.8 million and requires certain capital improvements to address the operations and excess air emissions at the Red Hills processing facility. These capital improvements, totaling approximately $140 million, were substantially completed by December 31, 2024.

On January 3, 2025, we filed a Request for Hearing with the NMED with respect to the ACO. We have cooperated with the NMED in identifying and correcting legacy environmental issues since our acquisition of Lucid, and we expect to continue to engage with the NMED to resolve this matter. Although this matter is ongoing and we cannot predict its ultimate outcome, we believe we have valid defenses to many of the NMED allegations and intend to vigorously defend this matter.

On October 26, 2023, we received a final judgment in a lawsuit alleging a breach of contract related to the major winter storm in February 2021. The damages awarded against us are approximately $6.9 million, not including pre-judgment interest. Both parties are appealing the judgment. We were named as defendants in other breach of contract cases related to force majeure events arising during the major winter storm in February 2021. These cases were settled by the parties for an aggregate amount of approximately $12.7 million, not including pre-judgment interest.

In April 2024, we received an administrative Notice of Violation (the “EPA NOV”) from the EPA and a request for the production of documents from the United States Attorney’s Office for North Dakota relating to alleged violations of the Clean Air Act (“CAA”), at certain Targa Badlands LLC compressor stations. The EPA NOV and subpoena stem from inspections the EPA conducted at the compressor stations on June 15, 2023, as well as related records reviews. In October 2024, we began negotiations with the U.S. Attorney’s Office with respect to resolution of a single-count information alleging a violation of the CAA related to untimely installation of monitoring equipment at one compressor station, which carries a maximum fine of $500,000, and we entered into a Plea Agreement on December 16, 2024 reflecting these terms. In early July 2025, we entered into a Consent Agreement and Final Order with the EPA that

resolves the allegations contained in the EPA NOV by requiring, among other things, payment of an administrative penalty in the amount of approximately $3.2 million.

Note 13 — Revenue

Fixed consideration allocated to remaining performance obligations

The following table presents the estimated minimum revenue related to unsatisfied performance obligations at the end of the reporting period and is comprised of fixed consideration primarily attributable to contracts with minimum volume commitments, for which a guaranteed amount of revenue can be calculated. These contracts are comprised primarily of gathering and processing, fractionation, export, terminaling and storage agreements, with remaining contract terms ranging from 1 to 14 years.

202520262027 and after
Fixed consideration to be recognized as of June 30, 2025$198.6$405.5$2,137.4

Based on the optional exemptions that we elected to apply, the amounts presented in the table above exclude remaining performance obligations for (i) variable consideration for which the allocation exception is met and (ii) contracts with an original expected duration of one year or less.

Deferred Revenue

We have certain long-term contractual arrangements for which we have received consideration that we are not yet able to recognize as revenue. The resulting deferred revenue will be recognized once all conditions for revenue recognition have been met. Deferred revenue as of June 30, 2025 and December 31, 2024 was $125.7 million and $119.9 million, respectively.

For disclosures related to disaggregated revenue, see Note 16 – Segment Information.

Note 14 — Income Taxes

We record income taxes using an estimated annual effective tax rate and recognize specific events discretely as they occur. Our effective tax rate for the three and six months ended June 30, 2025 is higher than the U.S. corporate statutory rate of 21% primarily due to state income taxes, partially offset by excess tax-deductible stock compensation. Our effective tax rate for the three and six months ended June 30, 2024 was lower than the U.S. corporate statutory rate of 21% primarily due to income allocated to noncontrolling interests that is not taxable to the Company, partially offset by state income taxes.

We regularly evaluate the realizable tax benefits of deferred tax assets and record a valuation allowance, if required, based on an estimate of the amount of deferred tax assets that we believe does not meet the more-likely-than-not criteria of being realized. As of June 30, 2025 and December 31, 2024, our valuation allowance was $5.9 million.

We are subject to tax in the U.S. and various state jurisdictions, and we are subject to periodic audits and reviews by taxing authorities. As of June 30, 2025, Internal Revenue Service (“IRS”) examinations are currently in process for the 2019, 2020 and 2022 taxable years of certain wholly-owned and consolidated subsidiaries that are treated as partnerships for U.S. federal income tax purposes. We are responding to information requests from the IRS with respect to these audits. We do not expect there to be any audit adjustments that would materially change our taxable income.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the “OBBBA”) into law. Among other things, the OBBBA indefinitely extends the 100% first-year depreciation allowance on qualified property placed in service after January 19, 2025, includes favorable modifications to the business interest expense limitation, and otherwise extends and enhances certain key provisions of the Tax Cuts & Jobs Act. The OBBBA has multiple effective dates with respect to its various provisions, with certain provisions effective in 2025. We are currently assessing the impacts of the OBBBA on our consolidated financial statements, and while we do not expect it to have a material impact on our results of operations, we do expect it to provide a benefit to our cash flows from operating activities.

The U.S. Department of the Treasury and the IRS have issued guidance on the application of the corporate alternative minimum tax (the “CAMT”), including proposed regulations issued in September 2024, which may be relied upon until final regulations are released. Based on our interpretation of the Inflation Reduction Act of 2022 (the “IRA”), the CAMT and related guidance, the impact from the OBBBA, and several operational, economic, accounting and regulatory assumptions, we do not anticipate paying CAMT at least through 2026. If we become an applicable corporation and our CAMT liability is greater than our regular U.S. federal income tax liability for any particular tax year, the CAMT liability would effectively accelerate our future U.S. federal income tax obligations, reducing our cash available for distribution in that year, but provide an offsetting credit against our regular U.S. federal income tax liability for the future. As a result, our

current expectation is that the impact of the CAMT is limited to timing differences in future tax years. Given the complexities of the IRA, the OBBBA and the CAMT, we will continue to monitor and evaluate the potential future impact to our financial statements.

Note 15 — Supplemental Cash Flow Information

Six Months Ended June 30,
20252024
Cash:
Interest paid, net of capitalized interest (1)$363.4$379.0
Income taxes paid, net of refunds21.19.5
Non-cash investing activities:
Impact of net accruals on capital expenditures$(187.4)$160.7
Non-cash financing activities:
Changes in accrued distributions to noncontrolling interests$(13.5)$(0.6)

(1)

Interest capitalized on major projects was $32.4 million and $33.8 million for the six months ended June 30, 2025 and 2024.

Note 16 — Segm****ent Information

We operate in two primary segments: (i) Gathering and Processing, and (ii) Logistics and Transportation (also referred to as the Downstream Business). Our reportable segments include operating segments that have been aggregated based on the nature of the products and services provided.

Our Gathering and Processing segment includes assets used in the gathering and/or purchase and sale of natural gas produced from oil and gas wells, removing impurities and processing this raw natural gas into merchantable natural gas by extracting NGLs; and assets used for the gathering and terminaling and/or purchase and sale of crude oil. The Gathering and Processing segment’s assets are located in the Permian Basin of West Texas and Southeast New Mexico (including the Midland, Central and Delaware Basins); the Eagle Ford Shale in South Texas; the Barnett Shale in North Texas; the Anadarko, Ardmore, and Arkoma Basins in Oklahoma (including the SCOOP and STACK) and South Central Kansas; the Williston Basin in North Dakota (including the Bakken and Three Forks plays); and the onshore and near offshore regions of the Louisiana Gulf Coast.

Our Logistics and Transportation segment includes the activities and assets necessary to convert mixed NGLs into NGL products and also includes other assets and value-added services such as transporting, storing, fractionating, terminaling, and marketing of NGLs and NGL products, including services to LPG exporters and certain natural gas supply and marketing activities in support of our other businesses. The Logistics and Transportation segment also includes our NGL pipeline system, which connects our gathering and processing positions in the Permian Basin, Southern Oklahoma and North Texas with our Downstream facilities in Mont Belvieu, Texas. Our Downstream facilities are located predominantly in Mont Belvieu and Galena Park, Texas, and in Lake Charles, Louisiana.

Other contains the unrealized mark-to-market gains/losses related to derivative contracts that were not designated as cash flow hedges. Elimination of inter-segment transactions are reflected in the corporate and eliminations column.

Reportable segment information is shown in the following tables:

Three Months Ended June 30, 2025
Gathering and ProcessingLogistics and TransportationTotal Reportable SegmentsOtherCorporate and EliminationsTotal
Revenues
Sales of commodities$203.3$3,152.5$3,355.8$280.5$—$3,636.3
Fees from midstream services410.6213.2623.8——623.8
613.93,365.73,979.6280.5—4,260.1
Intersegment revenues
Sales of commodities1,131.549.21,180.7—(1,180.7)—
Fees from midstream services0.37.57.8—(7.8)—
1,131.856.71,188.5—(1,188.5)—
Revenues$1,745.7$3,422.4$5,168.1$280.5$(1,188.5)$4,260.1
Operating expenses$219.4$105.4$324.8$—
Other segment items (1)938.72,684.63,623.3—
Operating margin587.6632.41,220.0280.5
Other financial information:
Total assets (2)$13,937.9$9,333.0$23,270.9$0.1$241.8$23,512.8
Goodwill45.2—45.2——45.2
Capital expenditures461.0421.8882.8—9.7892.5
Three Months Ended June 30, 2024
Gathering and ProcessingLogistics and TransportationTotal Reportable SegmentsOtherCorporate and EliminationsTotal
Revenues
Sales of commodities$254.3$2,759.0$3,013.3$(46.6)$—$2,966.7
Fees from midstream services391.3204.0595.3——595.3
645.62,963.03,608.6(46.6)—3,562.0
Intersegment revenues
Sales of commodities872.525.8898.3—(898.3)—
Fees from midstream services0.37.17.4—(7.4)—
872.832.9905.7—(905.7)—
Revenues$1,518.4$2,995.9$4,514.3$(46.6)$(905.7)$3,562.0
Operating expenses$205.7$85.4$291.1$—
Other segment items (1)740.12,362.83,102.9—
Operating margin572.6547.71,120.3(46.6)
Other financial information:
Total assets (2)$12,956.0$8,117.7$21,073.7$0.5$190.0$21,264.2
Goodwill45.2—45.2——45.2
Capital expenditures438.9408.8847.7—(1.0)846.7
Six Months Ended June 30, 2025
Gathering and ProcessingLogistics and TransportationTotal Reportable SegmentsOtherCorporate and EliminationsTotal
Revenues
Sales of commodities$404.0$7,085.0$7,489.0$31.7$—$7,520.7
Fees from midstream services885.7415.21,300.9——1,300.9
1,289.77,500.28,789.931.7—8,821.6
Intersegment revenues
Sales of commodities2,648.5108.62,757.1—(2,757.1)—
Fees from midstream services0.514.615.1—(15.1)—
2,649.0123.22,772.2—(2,772.2)—
Revenues$3,938.7$7,623.4$11,562.1$31.7$(2,772.2)$8,821.6
Operating expenses$427.6$200.9$628.5$—
Other segment items (1)2,321.36,143.48,464.7—
Operating margin1,189.81,279.12,468.931.7
Other financial information:
Total assets (2)$13,937.9$9,333.0$23,270.9$0.1$241.8$23,512.8
Goodwill45.2—45.2——45.2
Capital expenditures894.2596.51,490.7—20.11,510.8
Six Months Ended June 30, 2024
Gathering and ProcessingLogistics and TransportationTotal Reportable SegmentsOtherCorporate and EliminationsTotal
Revenues
Sales of commodities$527.2$6,450.8$6,978.0$(68.7)$—$6,909.3
Fees from midstream services804.4410.71,215.1——1,215.1
1,331.66,861.58,193.1(68.7)—8,124.4
Intersegment revenues
Sales of commodities2,003.572.72,076.2—(2,076.2)—
Fees from midstream services(2.0)14.112.1—(12.1)—
2,001.586.82,088.3—(2,088.3)—
Revenues$3,333.1$6,948.3$10,281.4$(68.7)$(2,088.3)$8,124.4
Operating expenses$393.7$175.4$569.1$—
Other segment items (1)1,810.55,693.17,503.6—
Operating margin1,128.91,079.82,208.7(68.7)
Other financial information:
Total assets (2)$12,956.0$8,117.7$21,073.7$0.5$190.0$21,264.2
Goodwill45.2—45.2——45.2
Capital expenditures873.9702.41,576.3—0.11,576.4

(1)

“Other segment items” represents Product purchases and fuel.

(2)

Assets in the Corporate and Eliminations column primarily include tax-related assets, cash, margin deposit, prepaids, property, plant and equipment and debt issuance costs for our revolving credit facility.

The following table shows our consolidated revenues disaggregated by product and service for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Sales of commodities:
Revenue recognized from contracts with customers:
Natural gas$458.2$158.6$1,140.1$653.3
NGL2,832.92,719.66,209.76,065.3
Condensate and crude oil111.3145.1228.3282.4
3,402.43,023.37,578.17,001.0
Non-customer revenue:
Derivative activities - Hedge27.732.221.629.0
Derivative activities - Non-hedge (1)206.2(88.8)(79.0)(120.7)
233.9(56.6)(57.4)(91.7)
Total sales of commodities3,636.32,966.77,520.76,909.3
Fees from midstream services:
Revenue recognized from contracts with customers:
Gathering and processing403.7385.7872.7791.5
NGL transportation, fractionation and services83.275.2160.0148.7
Storage, terminaling and export120.9114.5252.7240.3
Other16.019.915.534.6
Total fees from midstream services623.8595.31,300.91,215.1
Total revenues$4,260.1$3,562.0$8,821.6$8,124.4

(1)

Represents derivative activities that are not designated as hedging instruments under ASC 815.

The following table shows a reconciliation of reportable segment Operating margin to Income (loss) before income taxes for the periods presented:

Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Reconciliation of reportable segment operating margin to income (loss) before income taxes:
Total reportable segments operating margin$1,220.0$1,120.3$2,468.9$2,208.7
Other operating margin280.5(46.6)31.7(68.7)
Depreciation and amortization expense(373.7)(348.6)(741.3)(689.1)
General and administrative expense(95.0)(98.3)(189.5)(184.8)
Other operating income (expense)1.80.27.10.3
Interest expense, net(218.4)(176.0)(415.5)(404.6)
Equity earnings (loss)5.12.910.65.6
Other, net1.0(0.7)1.31.3
Income (loss) before income taxes$821.3$453.2$1,173.3$868.7

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