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Targa Resources Corp

For the period ended May 16, 2024. Filed Mar 21, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 16, 2024 · Filed Mar 21, 2024

TRGP$264.59-2.7%Stored close · as of Nov 6, 2026
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APPENDIX A

Non-GAAP Financial Measures

This proxy statement includes the Company’snon-GAAP financial measures: Adjusted EBITDA, adjusted free cash flow and distributable cash flow.

We utilizenon-GAAP measures to analyze our performance. The GAAP measure most directly comparable to thesenon-GAAP measures are income (loss) from operations, net income (loss) attributable to the Company and segment operating margin. Thesenon-GAAP measures should not be considered as an alternative to GAAP measures and have important limitations as analytical tools. Investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Additionally, because ournon-GAAP measures exclude some, but not all, items that affect income and segment operating margin, and are defined differently by different companies within our industry, our definitions may not be comparable with similarly titled measures of other companies, thereby diminishing their utility. Management compensates for the limitations of ournon-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these insights into our decision-making processes.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) attributable to the Company before interest, income taxes, depreciation and amortization, and other items that we believe should be adjusted consistent with our core operating performance. The adjusting items are detailed in the adjusted EBITDA reconciliation table and its footnotes. Adjusted EBITDA is used as a supplemental financial measure by us and by external users of our financial statements such as investors, commercial banks and others to measure the ability of our assets to generate cash sufficient to pay interest costs, support our indebtedness and pay dividends to our investors.

Distributable Cash Flow and Adjusted Free Cash Flow

We define distributable cash flow as adjusted EBITDA less distributions to TRP preferred limited partners, cash interest expense on debt obligations, cash tax (expense) benefit and maintenance capital expenditures (net of any reimbursements of project costs). The Preferred Units that were issued by the Partnership in October 2015 were redeemed in December 2020. We define adjusted free cash flow as distributable cash flow less growth capital expenditures, net of contributions from noncontrolling interest and net contributions to investments in unconsolidated affiliates. Distributable cash flow 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.

Targa Resources Corp. | Proxy Statement | 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S75

Reconciliation

The following tables reconcile thenon-GAAP financial measures used by management to the most directly comparable GAAP measures for the periods indicated.

Year Ended December 31,
20232022202120202019
(In millions)
Reconciliation of Net income (loss) attributableto Targa Resources Corp. to Adjusted EBITDA,Distributable Cash Flow and Adjusted Free Cash Flow
Net income (loss) attributable to Targa Resources Corp.$ 1,345.9$ 1,195.5$ 71.2$ (1,553.9)$ (209.2)
Income attributable to TRP preferred limited partners———15.111.3
Interest (income) expense, net (1)687.8446.1387.9391.3337.8
Income tax expense (benefit)363.2131.814.8(248.1)(87.9)
Depreciation and amortization expense1,329.61,096.0870.6865.1971.6
Impairment of long-lived assets——452.32,442.8225.3
(Gain) loss on sale or disposition of business and assets(5.3)(9.6)2.058.471.1
Write-down of assets6.99.810.355.617.9
(Gain) loss from financing activities (2)2.149.616.6(45.6)1.4
(Gain) loss from sale of equity-method investment—(435.9)——(69.3)
Transaction costs related to business acquisition (3)—23.9———
Equity (earnings) loss(9.0)(9.1)23.9(72.6)(39.0)
Distributions from unconsolidated affiliates and preferred partner interests, net18.627.2116.5108.661.2
Change in contingent considerations——0.1(0.3)8.7
Targa Resources Corp. | Proxy Statement | 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S76
Year Ended December 31,
20232022202120202019
(In millions)
Compensation on equity grants62.457.559.266.260.3
Risk management activities (4)(275.4)302.5116.0(228.2)112.8
Severance and related benefits (5)———6.5—
Noncontrolling interests adjustments (6)(3.7)15.8(89.4)(224.3)(38.5)
Litigation expense (7)6.9————
Adjusted EBITDA (8)$ 3,530.0$ 2,901.1$ 2,052.0$ 1,636.6$ 1,435.5
Distributions to TRP preferred limited partners———(15.1)(11.3)
Interest expense on debt obligations (9)(675.8)(447.6)(376.2)(388.9)(342.1)
Maintenance capital expenditures, net (10)(223.4)(168.1)(131.7)(104.2)(134.9)
Cash taxes(13.6)(6.7)(2.7)44.4—
Distributable Cash Flow$ 2,617.2$ 2,278.7$ 1,541.4$ 1,172.8$ 947.2
Growth capital expenditures, net (10)(2,224.5)(1,177.2)(407.7)(597.9)(2,281.7)
Adjusted Free Cash Flow$ 392.7$ 1,101.5$ 1,133.7$ 574.9$ (1,334.5)
(1)Includes the change in estimated redemption value of the mandatorily redeemable preferred interests.
(2)Gains or losses on debt repurchases or early debt extinguishments.
(3)Includes financial advisory, legal and other professional fees, and other one-time transaction costs.
(4)Risk management activities related to derivative instruments including the cash impact of hedges acquired in the 2015 mergers with Atlas Energy L.P. and Atlas Pipeline Partners L.P. The cash impact of the acquired hedges ended in December 2017.
(5)Represents one-time severance and related benefit expense related to the Company’s cost reduction measures.
(6)Noncontrolling interest portion of depreciation and amortization expense (including the effects of the impairment of long-lived assets on non-controlling interests).
(7)Charges related to litigation resulting from winter storm in February 2021 unreflective of our ongoing core operations.
(8)Beginning in the second quarter of 2019, we revised our reconciliation of Net Income (Loss) attributable to TRC to Adjusted EBITDA to exclude the Splitter Agreement adjustment previously included in the comparative periods presented herein. For all comparative periods presented, our Adjusted EBITDA measure previously included the Splitter Agreement adjustment, which represented the recognition of the annual cash payment received under the condensate splitter agreement ratably over four quarters. The effect of these revisions reduced TRC’s Adjusted EBITDA by $75.2 million and $43.0 million for 2018 and 2017. There was no impact to Distributable Cash Flow.
(9)Excludes amortization of interest expense.
(10)Represents capital expenditures, net of contributions from noncontrolling interests and includes net contributions to investments in unconsolidated affiliates.
Targa Resources Corp. | Proxy Statement | 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S77

Targa Resources Corp. 2024 Annual Meeting of Stockholders May 16, 2024 8:00 a.m. Central Time 811 Louisiana Street Suite 2100 Houston, Texas 77002 This proxy is solicited by the Board of Directors The undersigned stockholder(s) of Targa Resources Corp. hereby acknowledge receipt of the Notice of Annual Meeting of Stockholders, the Proxy Statement for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and the Form 10-K for the fiscal year ended December 31, 2023 and hereby appoint Jennifer R. Kneale and Gerald R. Shrader, or either of them, as proxies, each with the power of substitution, to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting to be held on May 16, 2024 or at any postponement or adjournment thereof. The undersigned hereby revokes all proxies previously given by the undersigned to vote at the Annual Meeting or any postponement or adjournment thereof. Should the undersigned be present and choose to vote at the Annual Meeting, and once the Corporate Secretary is notified of the decision to terminate this proxy, then the power of the proxies will be terminated. The shares represented by this proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR all nominees listed in Item 1 and FOR Items 2 and 3. If any other matters come properly before the meeting, the person named in this proxy will vote in their discretion pursuant to Rule 14a-4(c) of the Securities Exchange Act of 1934. Continued and to be signed on the reverse side PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May 16, 2024. The Proxy Statement is available at http://www.viewproxy.com/Targa/2024

Please mark your votes like this ☒ The Board of Directors recommends a vote FOR each of the nominees listed in Item 1 and FOR Items 2 and 3. 1. To elect the three Class II Directors named in this proxy statement, each to serve until the 2027 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s annual meeting of stockholders. independent auditors for 2024. FOR AGAINST ABSTAIN 01 Beth A. Bowman FOR AGAINST ABSTAIN 02 Lindsey M. Cooksen. To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2023. 03 Joe Bob Perkins FOR AGAINST ABSTAIN Date Signature DO NOT PRINT IN THIS AREA Signature (Shareholder Name & Address Data) Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. CONTROL NUMBER Address Change: (If you noted Please indicate if you any Address Changes above, plan to attend this meeting ☐ please mark box.) ☐ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. TARGA RESOURCES CORP. As a shareholder of Targa Resources Corp., you have the option of voting your shares electronically through the Internet or on the telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. CT on May 15, 2024. SCAN TO CONTROL NUMBER VIEW MATERIALS & VOTE w PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone INTERNET TELEPHONE MAIL Vote Your Proxy on the Internet: Vote Your Proxy by Phone: Vote Your Proxy by Mail: Go to www.AALVote.com/TRGP Call 1 (866)804-9616 Have your proxy card available Use any touch-tone telephone to Mark, sign, and date your proxy when you access the above vote your proxy. Have your proxy card, then detach it, and return website. Follow the prompts to card available when you call. it in the postage-paid envelope vote your shares. Follow the voting instructions to provided. vote your shares. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.

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