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United States securities and exchange commission logo
July 14, 2022
Jennifer R. Kneale
Chief Financial Officer
Targa Resources Corp.
811 Louisiana Street, Suite 2100
Houston, Texas 77002
Re: Targa Resources
Corp.
Form 10-K for
Fiscal Year Ended December 31, 2021
Form 8-K dated May
5, 2022
File No. 001-34991
Dear Ms. Kneale:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Fianancial Condition and Results
of Operations
Consolidated Results of Operations
2021 Compared to 2020, page 60
1. We note your
explanation that the increase in income tax expense is primarily due to an
increase in pre-tax
book income. However, return-to-provision, change in statutory
income tax rate, and
other items also had a material impact on your effective tax rate for
2021 based on your
disclosures in Note 22. Please discuss and analyze the factors
contributing to
material changes to your income tax expense, including items that are not
expected to recur.
Refer to Item 303 of Regulation S-K.
Jennifer R. Kneale
Targa Resources Corp.
July 14, 2022
Page 2
Notes to Consolidated Financial Statements
Note 22 - Income Taxes, page F-43
2. We note from your disclosure that you recorded an additional $23.3
million of income tax
expense and a corresponding increase to deferred tax liabilities in
2021 to correct
identified errors related to your 2020 state tax provision. Please
provide us with your SAB
99 analysis supporting your conclusion that the identified errors were
not material to your
financial statements. As part of your response, tell us where this
error correction is
reflected in the income tax reconciliation. In addition, please
provide an explanation for
the Return-to-provision and Change in statutory income tax rate that
are presented in your
2021 tax rate reconciliation. Refer to FASB ASC 740-10-50-12.
Form 8-K dated May 5, 2022
Exhibit 99.1
Non-GAAP Financial Measures
3. We note you have excluded Risk management activities from the
reconciliation of
estimated net income of the Company to estimated adjusted EBITDA for
2022 and that
this appears to be a change in how you have historically presented
this forward-looking
non-GAAP measure. Please tell us why you made this change and how you
considered
Question 100.02 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations. As part of your response, clarify for us the nature
of the adjustments that
comprise Risk management activities in the adjusted EBITDA measure.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Kimberly
Calder, Assistant Chief Accountant, at 202-551-3701 with any questions.
FirstName LastNameJennifer R. Kneale Sincerely,
Comapany NameTarga Resources Corp.
Division of
Corporation Finance
July 14, 2022 Page 2 Office of
Energy & Transportation
FirstName LastName