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United States securities and exchange commission logo
September 23, 2021
Jennifer R. Kneale
Chief Financial Officer
Targa Resources Corp.
811 Louisiana St., Suite 2100
Houston, Texas 77002
Re: Targa Resources
Corp.
Form 10-K for
Fiscal Year Ended December 31, 2020
Form 8-K dated
August 5, 2021
File No. 001-34991
Dear Ms. Kneale:
We have reviewed your filings 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, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Measures
Our Non-GAAP Financial Measures, page 64
1. We note you present
consolidated non-GAAP measures titled Gross margin and Operating
margin. It appears that
the title of these measures should be revised to differentiate them
from the similarly
titled GAAP measures. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K.
Additionally, it
appears that the reconciliations of these consolidated non-GAAP measures
should be to a fully
burdened GAAP gross margin and GAAP Income (loss) from
operations,
respectively, as Item 10(e)(1)(i)(B) of Regulation S-K requires reconciliation
to the most directly
comparable GAAP measure.
2. Your computation of
free cash flow appears to differ from the typical calculation of this
measure (i.e., cash
flows from operations less capital expenditures). Please revise the title
Jennifer R. Kneale
Targa Resources Corp.
September 23, 2021
Page 2
of your non-GAAP measure to avoid potential confusion with free cash
flow. Refer to
Question 102.07 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations.
Consolidated Results of Operations, page 66
3. We note that your consolidated results of operations data presentation
appears to closely
resemble a full consolidated statement of operations. Therefore,
non-GAAP measures
should not be shown as part of this presentation. Refer to Item
10(e)(1)(ii)(C) of
Regulation S-K.
Results of Operations-By Reportable Segment
Gathering and Processing Segment, page 68
4. We note your reconciliation of non-GAAP segment gross margin to
segment operating
margin here and on page 69 for the Logistics and Transportation
segment. For purposes of
equal or greater prominence, revise so that the reconciliation starts
with the GAAP
measure, which appears to be segment operating margin. Refer to Item
10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures
Compliance
and Disclosure Interpretations.
Item 2.02 Form 8-K dated August 5, 2021
Non-GAAP Financial Measures
5. As applicable and in accordance with Regulation G and Item 10(e)(1)(i)
of Regulation S-
K, please address the comments above in your earnings releases
furnished pursuant to
Item 2.02 of Form 8-K.
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 if you have any questions.
FirstName LastNameJennifer R. Kneale Sincerely,
Comapany NameTarga Resources Corp.
Division of
Corporation Finance
September 23, 2021 Page 2 Office of Energy
& Transportation
FirstName LastName