10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-33303

TARGA RESOURCES PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	65-1295427
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 Louisiana St, Suite 4300, Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

(713) 584-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer R Accelerated filer £ Non-accelerated filer £ Smaller reporting company £

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R.

As of May 23, 2011, there were 84,756,009 Common Units and 1,729,715 General Partner Units outstanding.

Explanatory Note

The purpose of the Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2011, as filed with the Securities and Exchange Commission on May 6, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (XBRL); (i) the unaudited Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010, (ii) the unaudited Consolidated Statements of Operations for the three months ended March 31 2011 and 2010, (iii) the unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31 2011 and 2010, (iv) the unaudited Consolidated Statement of Changes in Owners’ Equity for the three months ended March 31 2011, (v) the unaudited Consolidated Statements of Cash Flows for the three months ended March 31 2011 and 2010, and (vi) the unaudited Notes to Consolidated Financial Statements.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits.

Exhibit Number	Description
3.1*	Certificate of Limited Partnership of Targa Resources Partners LP (incorporated by reference to Exhibit 3.2 to Targa Resources Partners LP’s Registration Statement on Form S-1 filed November 16, 2006 (File No. 333-138747)).
3.2*	Certificate of Formation of Targa Resources GP LLC (incorporated by reference to Exhibit 3.3 to Targa Resources Partners LP’s Registration Statement on Form S-1/A filed January 19, 2007 (File No. 333-138747)).
3.3*	Agreement of Limited Partnership of Targa Resources Partners LP (incorporated by reference to Exhibit 3.3 to Targa Resources Partners LP’s Annual Report on Form 10-K filed April 2, 2007 (File No. 001-33303)).
3.4*	First Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP (incorporated by reference to Exhibit 3.1 to Targa Resources Partners LP’s current report on Form 8-K filed February 16, 2007 (File No. 001-33303)).
4.4*	Supplemental Indenture dated April 8, 2011 to Indenture dated June 18, 2008, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
4.5*	Supplemental Indenture dated April 8, 2011 to Indenture dated July 6, 2009, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
4.6*	Supplemental Indenture dated April 8, 2011 to Indenture dated August 13, 2010, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
4.7*	Supplemental Indenture dated April 8, 2011 to Indenture dated February 2, 2011, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
*	These exhibits were previously included or incorporated by reference in our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2011, filed with the Securities and Exchange Commission on May 6, 2011.
**	Furnished herewith

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Targa Resources Partners LP.

(Registrant)

By:   Targa Resources GP LLC,

 its general partner

By:   /s/ Matthew J. Meloy

Matthew J. Meloy

Senior Vice President, Chief Financial Officer and Treasurer

(Authorized Officer and Principal Financial Officer)

Date: May 24, 2011

Exhibit Index

Exhibit Number	Description
3.1*	Certificate of Limited Partnership of Targa Resources Partners LP (incorporated by reference to Exhibit 3.2 to Targa Resources Partners LP’s Registration Statement on Form S-1 filed November 16, 2006 (File No. 333-138747)).
3.2*	Certificate of Formation of Targa Resources GP LLC (incorporated by reference to Exhibit 3.3 to Targa Resources Partners LP’s Registration Statement on Form S-1/A filed January 19, 2007 (File No. 333-138747)).
3.3*	Agreement of Limited Partnership of Targa Resources Partners LP (incorporated by reference to Exhibit 3.3 to Targa Resources Partners LP’s Annual Report on Form 10-K filed April 2, 2007 (File No. 001-33303)).
3.4*	First Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP (incorporated by reference to Exhibit 3.1 to Targa Resources Partners LP’s current report on Form 8-K filed February 16, 2007 (File No. 001-33303)).
4.4*	Supplemental Indenture dated April 8, 2011 to Indenture dated June 18, 2008, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
4.5*	Supplemental Indenture dated April 8, 2011 to Indenture dated July 6, 2009, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
4.6*	Supplemental Indenture dated April 8, 2011 to Indenture dated August 13, 2010, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
4.7*	Supplemental Indenture dated April 8, 2011 to Indenture dated February 2, 2011, among Targa Terminals LLC, a subsidiary of Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association.
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
*	These exhibits were previously included or incorporated by reference in our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2011, filed with the Securities and Exchange Commission on May 6, 2011.
**	Furnished herewith

XML



CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) In Millions, except Share data	Mar. 31, 2011	Dec. 31, 2010
Current assets:
Trade receivables, allowances	$ 7.4	$ 7.7
Owners' equity:
Common unitholders units issued (in shares)	84,756,009	75,545,409
Common unitholders units outstanding (in shares)	84,756,009	75,545,409
General partner units issued (in shares)	1,729,715	1,541,744
General partner units outstanding (in shares)	1,729,715	1,541,744

XML



CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Millions, except Per Share data	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 1,614.5	$ 1,483.8
Costs and expenses:
Product purchases	1,400.6	1,297.9
Operating expenses	65.9	62.2
Depreciation and amortization expenses	42.7	42.0
General and administrative expenses	31.8	25.0
Income from operations	73.5	56.7
Other income (expense):
Interest expense from affiliate	0	(13.5)
Interest expense allocated from Parent	0	(2.1)
Other interest expense, net	(27.5)	(15.4)
Equity in earnings of unconsolidated investment	1.7	0.3
Gain on mark-to-market derivative instruments	0	25.4
Other	(0.2)	0
Income before income taxes	47.5	51.4
Income tax expense:
Current	(1.4)	(0.8)
Deferred	(0.4)	(0.7)
Total income tax benefit (expense)	(1.8)	(1.5)
Net income	45.7	49.9
Less: Net income attributable to noncontrolling interests	7.9	7.3
Net income attributable to Targa Resources Partners LP	37.8	42.6
Net income attributable to predecessor operations	0	30.1
Net income attributable to general partner	7.6	3.1
Net income attributable to limited partners	30.2	9.4
Net income attributable to Targa Resources Partners LP	$ 37.8	$ 42.6
Net income per limited partner unit - basic and diluted (in dollars per share)	$ 0.37	$ 0.14
Weighted average limited partner units outstanding - basic and diluted (in shares)	82.3	68.0

XML



Document And Entity Information (USD $)	3 Months Ended
	Mar. 31, 2011	Jun. 30, 2010	May 04, 2011 Limited Partners Common [Member]	May 04, 2011 General Partner [Member]
Entity Information [Line Items]
Entity Registrant Name	Targa Resources Partners LP
Entity Central Index Key	0001379661
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 1,445,300,000
Entity Common Stock, Shares Outstanding			84,756,009	1,729,715
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	true
Amendment Description	Amendment for 3-31-2011 for xbrl filing.
Document Period End Date	Mar. 31, 2011

XML



Property, Plant and Equipment

3 Months Ended

Mar. 31, 2011

Property, Plant and Equipment

Property, Plant and Equipment

Note 5 - Property, Plant and Equipment

	March 31,		December 31,		Estimated useful lives
	2011		2010		(In years)
Natural gas gathering systems	$	1,651.6	$	1,630.9	5 to 20
Processing and fractionation facilities		967.8		961.9	5 to 25
Terminaling and storage facilities (1)		276.4		244.7	5 to 25
Transportation assets		276.4		275.6	10 to 25
Other property, plant and equipment		48.4		46.8	3 to 25
Land		51.9		51.2
Construction in progress		104.6		88.4
	$	3,377.1	$	3,299.5

___________

(1)   Includes the March 15, 2011 acquisition of a refined petroleum products and crude oil storage facility, for which we paid $29.0 million.

XML



Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2011

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments

Note 10 - Fair Value of Financial Instruments

The estimated fair values of our assets and liabilities classified as financial instruments have been determined using available market information and valuation methodologies described below. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.

The carrying values of items comprising current assets and current liabilities approximate fair values due to the short term maturities of these instruments. Derivative financial instruments included in our financial statements are stated at fair value.

The carrying value of our senior secured revolving credit facility approximates its fair value, as its interest rate is based on prevailing market rates. The fair value of the senior unsecured notes is based on quoted market prices based on trades of such debt as of the dates indicated in the following table:

	March 31,						December 31,
	2011						2010
	Carrying			Fair			Carrying			Fair
	Amount			Value			Amount			Value
Senior unsecured notes, 8¼% fixed rate		$	209.1		$	222.8		$	209.1		$	219.4
Senior unsecured notes, 11¼% fixed rate			69.6			85.0			231.3			265.0
Senior unsecured notes, 7⅞% fixed rate			250.0			262.0			250.0			259.7
Senior unsecured notes, 6⅞% fixed rate			449.1			481.5		NA			NA

XML



Organization and Operations

3 Months Ended

Mar. 31, 2011

Organization and Operations [Abstract]

Organization and Operations

Note 1 - Organization and Operations

Targa Resources Partners LP is a publicly traded Delaware limited partnership formed in October, 2006 by Targa Resources Corp. (“Targa” or “Parent”). Our common units, which represent limited partner interests in us, are listed on the New York Stock Exchange under the symbol “NGLS.” In this report, unless the context requires otherwise, references to “we,” “us,” “our” or the “Partnership” are intended to mean the business and operations of Targa Resources Partners LP and its consolidated subsidiaries. References to “TRP LP” are intended to mean and include Targa Resources Partners LP, individually, and not on a consolidated basis.

Targa Resources GP LLC is a Delaware limited liability company, formed by Targa in October 2006 to own a 2% general partner interest in us. Its primary business purpose is to manage our affairs and operations. Targa Resources GP LLC is an indirect wholly-owned subsidiary of Targa. As of March 31, 2011, Targa and its subsidiaries own a 15.5% interest in us in the form of 1,729,715 general partner units, incentive distribution rights (IDR's) and 11,645,659 common units.

We acquired Targa's ownership interests in the following assets, liabilities and operations on the dates indicated:

·   February 2007 – North Texas System;

·   October 2007 – San Angelo (“SAOU”) and Louisiana (“LOU”);

·   September 2009 – Downstream Business;

·   April 2010 – Permian Business and Straddle Assets (See Note 4);

·   August 2010 – Versado (See Note 4); and

·   September 2010 – Venice Operations (See Note 4).

For periods prior to the above acquisition dates, we refer to the operations, assets and liabilities of these conveyances collectively as our “predecessors.”

Allocation of costs.  The employees supporting our operations are employees of Targa.  Our financial statements include the direct costs of employees deployed to our operating units, as well an allocation of costs associated with our usage of Targa centralized general and administrative services and related administrative assets.

Our Operations

We are engaged in the business of gathering, compressing, treating, processing and selling natural gas, storing, fractionating, treating, transporting and selling NGLs and NGL products and storing and terminaling refined petroleum products and crude oil. See Note 13 for an analysis of our operations by segment.

XML



Partnership Equity and Distributions

3 Months Ended

Mar. 31, 2011

Partnership Equity and Distributions [Abstract]

Partnership Equity and Distributions

Note 7 - Partnership Equity and Distributions

On January 24, 2011, we completed a public offering of 8,000,000 common units under an existing shelf registration statement on Form S-3 at a price of $33.67 per common unit ($32.41 per common unit, net of underwriting discounts), providing net proceeds of $259.3 million. Pursuant to the exercise of the underwriters' overallotment option, on February 3, 2011, we issued an additional 1,200,000 common units, providing net proceeds of $38.8 million. In addition, Targa contributed $6.3 million to us for 187,755 general partner units to maintain its 2% general partner interest in us.

Distributions for the three months ended March 31, 2011 and 2010 were as follows:

		Distributions
	For the Three	Limited Partners		General Partner						Distributions per limited
Date Paid	Months Ended	Common		Incentive			2%	Total		partner unit
		(In millions, except per unit amounts)
May 13, 2011 (1)	March 31, 2011	$	47.3	$	6.8	$	1.1	$	55.2	$	0.5575
February 14, 2011	December 31, 2010		46.4		6.0		1.1		53.5		0.5475
May 14, 2010	March 31, 2010		35.2		2.8		0.8		38.8		0.5175
February 12, 2010	December 31, 2009		35.2		2.8		0.8		38.8		0.5175

__________

 (1)To be paid on May 13, 2011

Subsequent Event. On April 11, 2011, we announced a cash distribution of $0.5575 per unit on our outstanding common units for the three months ended March 31, 2011. The distribution to be paid is $40.8 million to our third-party limited partners, and $6.5 million, $6.8 million and $1.1 million to Targa for its ownership of common units, incentive distribution rights and its 2% general partner interest in us.

XML



Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2011

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Note 12 - Supplemental Cash Flow Information

Supplemental cash flow information was as follows for the periods indicated:

	Three Months Ended March 31,
	2011				2010
Interest paid		$	29.1			$	26.8
Taxes paid			0.3				0.1
Non-cash adjustment to line-fill			(2.1	)			-

XML



Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2011

Derivative Instruments and Hedging Activities [Abstract]

Derivative Instruments and Hedging Activities

Note 8 - Derivative Instruments and Hedging Activities

Commodity Hedges

The primary purpose of our commodity risk management activities is to hedge the exposure to commodity price risk and reduce fluctuations in our operating cash flow despite fluctuations in commodity prices. In an effort to reduce the variability of our cash flows, we have hedged the commodity price associated with a portion of our expected natural gas and NGL equity volumes through 2013 and condensate equity volumes through 2014 by entering into derivative financial instruments including swaps and purchased puts (floors).

The hedges generally match the NGL product composition and the NGL and natural gas delivery points to those of our physical equity volumes. The NGL hedges cover baskets of ethane, propane, normal butane, isobutane and natural gasoline based upon our expected equity NGL composition, as well as specific NGL hedges of ethane and propane. We believe this strategy avoids uncorrelated risks resulting from employing hedges on crude oil or other petroleum products as “proxy” hedges of NGL prices. Additionally, the NGL hedges are based on published index prices for delivery at Mont Belvieu and the natural gas hedges are based on published index prices for delivery at Permian Basin, Mid-Continent and WAHA, which closely approximate our actual NGL and natural gas delivery points.

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

Hedge ineffectiveness has been immaterial for all periods.

At March 31, 2011, the notional volumes of our commodity hedges were:

Commodity	Instrument	Unit	2011	2012	2013	2014
Natural Gas	Swaps	MMBtu/d	38,470	31,790	17,089	-
NGL	Swaps	Bbl/d	10,118	8,611	4,150	-
NGL	Floors	Bbl/d	253	294	-	-
Condensate	Swaps	Bbl/d	1,630	1,460	1,595	700

Interest Rate Swaps

As of March 31, 2011, we had $201.3 million outstanding under our credit facility, with interest accruing at a base rate plus an applicable margin. In order to mitigate the risk of changes in cash flows attributable to changes in market interest rates, we have entered into interest rate swaps and interest rate basis swaps that effectively fix the base rate on $300.0 million as shown below:

Period	Fixed Rate		Notional Amount		Fair Value
Remainder of 2011		3.52%	$	300	$	(7.3	)
2012		3.40%		300		(5.9	)
2013		3.39%		300		(3.6	)
1/1/2014 - 4/24/2014		3.39%		300		(0.6	)
					$	(17.4	)

Derivative Instruments Not Designated as Hedging Instruments

All interest rate swaps and interest rate basis swaps had been designated as cash flow hedges of variable rate interest payments on borrowings under our credit facility until February 11, 2011, when we de-designated $125.0 million notional principal of fixed interest rate swaps and $25.0 million notional principal of interest rate basis swaps. There is an immaterial impact to earnings in the first quarter of 2011 as a result of the de-designation. The de-designated swaps will receive mark-to-market treatment, with changes in fair value recorded immediately to interest expense. We de-designated the swaps as our borrowings under our credit facility reduced below $300.0 million, which is the total notional amount of our fixed interest rate swaps.

We frequently enter into derivative instruments to manage location basis differentials. We do not account for these derivatives as hedges and we record changes in fair value in Other Income (Expense).

The following schedules reflect the fair values of derivative instruments in our financial statements:

	Derivative Assets					Derivative Liabilities
	Balance	Fair Value as of				Balance	Fair Value as of
	Sheet	March 31,		December 31,		Sheet	March 31,		December 31,
	Location	2011		2010		Location	2011		2010
Derivatives designated as hedging instruments
Commodity contracts	Current assets	$	19.1	$	24.8	Current liabilities	$	48.0	$	25.5
	Long-term assets		14.9		18.9	Long-term liabilities		45.9		20.5
Interest rate contracts	Current assets		-		-	Current liabilities		4.3		7.8
	Long-term assets		-		-	Long-term liabilities		5.1		12.3
Total derivatives designated  as hedging instruments		$	34.0	$	43.7		$	103.3	$	66.1
Derivatives not designated as hedging instruments
Commodity contracts	Current assets	$	0.5	$	0.4	Current liabilities	$	0.3	$	0.9
	Long-term assets		-		-	Long-term liabilities		-		-
Interest rate contracts	Current assets		-		-	Current liabilities		3.5		-
	Long-term assets		-		-	Long-term liabilities		4.5		-
Total derivatives not designated as hedging instruments		$	0.5	$	0.4		$	8.3	$	0.9
Total derivatives		$	34.5	$	44.1		$	111.6	$	67.0

The fair value of 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 following tables reflect amounts recorded in other comprehensive income (“OCI”) and amounts reclassified from OCI to revenue and expense:

	Gain (Loss)
	Recognized in OCI on
Derivatives in	Derivatives (Effective Portion)
Cash Flow Hedging	Three Months Ended March 31,
Relationships	2011			2010
Interest rate contracts	$	0.2		$	(6.7	)
Commodity contracts		(61.3	)		33.6
	$	(61.1	)	$	26.9
	Loss Reclassified from OCI into
	Income (Effective Portion)
	Three Months Ended March 31,
Location of Loss		2011			2010
Interest expense, net	$	(2.5	)	$	(1.6	)
Revenues		(4.6	)		(3.0	)
	$	(7.1	)	$	(4.6	)

Our earnings are also affected by the use of the mark-to-market method of accounting for derivative financial 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 the balance sheet and through earnings (i.e., using the “mark-to-market” method) rather than being deferred until the anticipated transaction settles. The use of mark-to-market accounting for financial instruments can cause non-cash earnings volatility due to changes in the underlying commodity price indices. During the three months ended March 31, 2011 and 2010, we recorded the following mark-to-market gains:

		Gain Recognized in Income on Derivatives
Derivatives Not Designated as Hedging Instruments	Location of Gain Recognized in Income on Derivatives	Three Months Ended March 31,
		2011		2010
Commodity contracts	Other income	$	-	$	25.4

The following table shows the unrealized losses included in accumulated other comprehensive income (loss) (“OCI”):

	March 31,			December 31,
	2011			2010
Unrealized net losses on commodity hedges	$	(67.3	)	$	(10.5	)
Unrealized net losses on interest rate hedges	$	(17.4	)	$	(20.1	)

As of March 31, 2011, deferred net losses of $31.0 million on commodity hedges and $7.8 million on interest rate swaps recorded in OCI are expected to be reclassified to revenue and interest expense during the next twelve months.

In July 2008, we and Targa paid $87.4 million to terminate certain out-of-the-money natural gas and NGL commodity swaps. We and Targa also entered into new natural gas and NGL commodity swaps at then current market prices that match the production volumes of the terminated swaps. Prior to the terminations, these swaps were designated as hedges. During the three months ended March 31, 2011 and 2010, deferred gains (losses) of $0.2 million and $(6.9) million related to the terminated swaps were reclassified from OCI as a non-cash addition (reduction) to revenue.

See Note 3 and Note 9 for additional disclosures related to derivative instruments and hedging activities.

XML



Debt Obligations

3 Months Ended

Mar. 31, 2011

Debt Obligations [Abstract]

Debt Obligations

Note 6 - Debt Obligations

	March 31,			December 31,
	2011			2010
Senior secured revolving credit facility, variable rate, due July 2015	$	201.3		$	765.3
Senior unsecured notes, 8¼% fixed rate, due July 2016		209.1			209.1
Senior unsecured notes, 11¼% fixed rate, due July 2017		72.7			231.3
Unamortized discounts		(3.1	)		(10.3	)
Senior unsecured notes, 7⅞% fixed rate, due October 2018		250.0			250.0
Senior unsecured notes, 6⅞% fixed rate, due February 2021		483.6			-
Unamortized discounts		(34.5	)		-
	$	1,179.1		$	1,445.4
Letters of credit issued	$	113.6		$	101.3

The following table shows the range of interest rates paid and weighted average interest rate paid on our variable-rate debt obligations during the three months ended March 31, 2011:

	Range of Interest Rates Paid	Weighted Average Interest Rate Paid
Senior secured revolving credit facility	2.7% to 3.1%	3.0%

Compliance with Debt Covenants

As of March 31, 2011, we are in compliance with the covenants contained in our various debt agreements.

Senior Secured Credit Facility

As of March 31, 2011, availability under our senior secured credit facility was $785.1 million, after giving effect to $113.6 million in outstanding letters of credit.

6⅞% Senior Notes of the Partnership

On February 2, 2011, we closed a private placement of $325 million in aggregate principal amount of 6⅞% Senior Notes due 2021 (the “6⅞% Notes”). The net proceeds of this offering were $319.0 million after deducting expenses of the offering. We used the net proceeds from the offering to reduce borrowings under our senior secured credit facility and for general partnership purposes.

On February 4, 2011, we exchanged an additional $158.6 million principal amount of 6⅞% Notes plus payments of $28.6 million including $0.9 million of accrued interest for $158.6 million aggregate principal amount of our 11¼% Senior Notes due 2017 (the “11¼% Notes”). The holders of the exchanged notes are subject to the provisions of the 6⅞% Notes described below. The debt covenants related to the remaining $72.7 million of face value of our 11¼% Notes were removed as we received sufficient consents in connection with the exchange offer to amend the indenture. This exchange was accounted for as a debt modification whereby the financial effects of the exchange will be recognized over the term of the new debt issue.

The 6⅞% Notes are unsecured senior obligations that rank pari passu in right of payment with existing and future senior indebtedness, including indebtedness under our credit facility. They are senior in right of payment to any of our future subordinated indebtedness and are unconditionally guaranteed by certain of our subsidiaries. These notes are effectively subordinated to all secured indebtedness under our credit agreement, which is secured by substantially all of our assets, to the extent of the value of the collateral securing that indebtedness.

Interest on the 6⅞% Notes accrues at the rate of 6⅞% per annum and is payable semi-annually in arrears on February 1 and August 1, commencing on August 1, 2011.

We may redeem 35% of the aggregate principal amount of the 6⅞% Notes at any time prior to February 1, 2014, with the net cash proceeds of one or more equity offerings. We must pay a redemption price of 106.875% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date provided that:

1)   at least 65% of the aggregate principal amount of the notes (excluding notes held by us) remains outstanding immediately after the occurrence of such redemption; and

2)   the redemption occurs within 90 days of the date of the closing of such equity offering.

We may also redeem all or part of the 6⅞% Notes on or after August 1, 2016 at the redemption prices set forth below plus accrued and unpaid interest and liquidated damages, if any, on the notes redeemed, if redeemed during the twelve-month period beginning on August 1 of each year indicated below:

Year	Percentage
2016	103.44%
2017	102.29%
2018	101.15%
2019 and thereafter	100.00%

XML



CONSOLIDATED STATEMENT OF CHANGES IN OWNERS' EQUITY (Unaudited) (USD $) In Millions	Total	Limited Partners Common [Member]	General Partner [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2010	$ 1,049.1	$ 935.3	$ 15.1	$ (30.6)	$ 129.3
Proceeds from equity offerings	304.4	298.1	6.3
Contributions from Targa Resources Corp.	2.5	2.2	0.3
Distributions to noncontrolling interests	(3.5)				(3.5)
Contributions from noncontrolling interests	0.6				0.6
Amortization of equity awards	0.2	0.2
Other comprehensive loss	(54.0)			(54.0)
Net income	45.7	30.2	7.6		7.9
Distributions to unitholders	(53.5)	(46.4)	(7.1)
Balance at Mar. 31, 2011	$ 1,291.5	$ 1,219.6	$ 22.2	$ (84.6)	$ 134.3

XML



Basis of Presentation

3 Months Ended

Mar. 31, 2011

Basis of Presentation [Abstract]

Basis of Presentation

Note 2 - Basis of Presentation

We have prepared these unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. While we derived the year-end balance sheet data from audited financial statements, this interim report does not include all disclosures required by GAAP for annual periods. The unaudited consolidated financial statements for the three months ended March 31, 2011 and 2010 include all adjustments which we believe are necessary for a fair presentation of the results for interim periods.

Our financial results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2011. These unaudited consolidated financial statements and other information included in this Quarterly Report should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report for the year ended December 31, 2010.

We are required by GAAP to record the acquisitions described in Note 1 based on Targa's historical amounts, assuming that the acquisitions occurred at the date they qualified as entities under common control (October 31, 2005) following the acquisition of SAOU and LOU. We recognize the difference between our acquisition cost and the Targa basis in the net assets as an adjustment to owners' equity. We have retrospectively adjusted the financial statements, footnotes and other financial information presented for any period affected by common control accounting to reflect the results of the combined entities.

XML



Significant Accounting Policies

3 Months Ended

Mar. 31, 2011

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 3 - Significant Accounting Policies

Accounting Policy Updates/Revisions

The accounting policies followed by the Partnership are set forth in Note 4 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2010. There have been no significant changes to these policies during the three months ended March 31, 2011.

XML



Commitments and Contingencies

3 Months Ended

Mar. 31, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 11 - Commitments and Contingencies

Environmental

For environmental matters, we record liabilities when remedial efforts are probable and the costs can be reasonably estimated. Environmental reserves do not reflect management's assessment of any insurance coverage that may be applicable to the matters at issue. Management has assessed each of the matters based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought and the probability of success.

Our environmental liability at March 31, 2011 and December 31, 2010 was $1.6 million. Our March 31, 2011 liability consisted of $0.1 million for gathering system leaks and $1.5 million for ground water assessment and remediation.

In May 2007, the NMED alleged air emissions violations at the Eunice, Monument and Saunders gas processing plants, which are operated by us and owned by Versado, were identified in the course of an inspection of the Eunice plant conducted by the NMED in August 2005.

In January 2010, Versado settled the alleged violations with NMED for a penalty of approximately $1.5 million. As part of the settlement, Versado agreed to install two acid gas injection wells, additional emission control equipment and monitoring equipment. We estimate the total cost to complete these projects to be approximately $33.4 million, of which our portion of the cost is projected to be $21.0 million. As of March 31, 2011, $10.7 million has been paid by Versado ($6.7 million by us).

Under the terms of the Versado acquisition purchase and sale agreement between Targa and us, Targa is obligated to reimburse us for maintenance capital expenditures required pursuant to the NMED settlement agreement.

Legal Proceedings

We are a party to various legal proceedings and/or regulatory proceedings and certain claims, suits and complaints arising in the ordinary course of business that have been filed or are pending against us. We believe all such matters are without merit or involve amounts which, if resolved unfavorably, would not have a material effect on our financial position, results of operations, or cash flows, except for the items more fully described below.

On December 8, 2005, WTG Gas Processing, L.P. (“WTG”) filed suit in the 333rd District Court of Harris County, Texas (the “District Court”) against several defendants, including Targa and two other Targa entities and private equity funds affiliated with Warburg Pincus LLC (“Warburg Pincus”), seeking damages. The suit alleges that Targa and private equity funds affiliated with Warburg Pincus, along with ConocoPhillips Company (“ConocoPhillips”) and Morgan Stanley, tortiously interfered with (i) a contract WTG claims to have had to purchase SAOU from ConocoPhillips and (ii) prospective business relations of WTG. WTG claims the alleged interference resulted from Targa's competition to purchase the ConocoPhillips' assets and its successful acquisition of those assets in 2004. In October 2007, the District Court granted defendants' motions for summary judgment on all of WTG's claims. In February 2010, the 14th Court of Appeals affirmed the District Court's final judgment in favor of defendants in its entirety. In January 2011, the Texas Supreme Court denied WTG's petition for review of the lower court's judgment and in March 2011, the Texas Supreme Court denied WTG's motion for rehearing of the Court's denial to review WTG's appeal. Targa has agreed to indemnify us for any claim or liability arising out of the WTG suit.

XML



Acquisitions under Common Control

3 Months Ended

Mar. 31, 2011

Acquisitions under Common Control [Abstract]

Acquisitions under Common Control

Note 4 - Acquisitions under Common Control

On April 27, 2010, we acquired Targa's interests in its Permian Business and Straddle Assets for $420.0 million, effective April 1, 2010. We financed this acquisition substantially through borrowings under our senior secured revolving credit facility. The total consideration was used to repay outstanding affiliated indebtedness of $332.8 million, with the remaining $87.2 million of consideration reported as a parent distribution.

On August 25, 2010, we acquired Targa's 63% equity interest in Versado Gas Processors L.L.C. (“Versado”), effective August 1, 2010, for $247.2 million in the form of $244.7 million in cash and $2.5 million in partnership interests represented by 89,813 common units and 1,833 general partner units. This consideration was used to repay $247.2 million of affiliated indebtedness. Targa contributed the remaining $205.8 million of affiliate indebtedness as a capital contribution. Under the terms of the Versado acquisition purchase and sale agreement, Targa will reimburse us for future maintenance capital expenditures required pursuant to the New Mexico Environmental Department (“NMED”) settlement agreement, of which our share is currently estimated to be $21.0 million, including $6.7 million that has been incurred as of March 31, 2011.

On September 28, 2010, we acquired Targa's Venice Operations, which includes Targa's 76.8% interest in Venice Energy Services Company, L.L.C. (“VESCO”), for aggregate consideration of $175.6 million, effective September 1, 2010. This consideration was used to repay $160.2 million of affiliate indebtedness, with the remaining $15.4 million of consideration reported as a parent distribution.

These acquisitions have been accounted for as acquisitions under common control, resulting in the retrospective adjustment of our prior results.

XML



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Millions	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 45.7	$ 49.9
Commodity hedging contracts:
Change in fair value	(61.3)	33.6
Settlements reclassified to revenues	4.6	3.0
Interest rate hedges:
Change in fair value	0.2	(6.7)
Settlements reclassified to interest expense, net	2.5	1.6
Other comprehensive income (loss)	(54.0)	31.5
Comprehensive income (loss)	(8.3)	81.4
Less: Comprehensive income attributable to noncontrolling interests	7.9	7.3
Comprehensive income (loss) attributable to Targa Resources Partners LP	$ (16.2)	$ 74.1

XML



CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Millions	3 Months Ended
	Mar. 31, 2011	Mar. 31, 2010
Cash flows from operating activities
Net income	$ 45.7	$ 49.9
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization in interest expense	1.8	1.2
Compensation on equity grants	0.2	0.1
Interest expense on affiliate and allocated indebtedness	0	15.6
Depreciation and other amortization expense	42.7	42.0
Accretion of asset retirement obligations	0.9	0.8
Deferred income tax expense	0.4	0.7
Equity in earnings of unconsolidated investment, net of distributions	(1.7)	0.4
Risk management activities	0.2	(18.6)
Changes in operating assets and liabilities:
Receivables and other assets	24.0	73.3
Inventory	47.3	14.2
Accounts payable and other liabilities	(62.9)	(59.2)
Net cash provided by operating activities	98.6	120.4
Cash flows from investing activities
Outlays for property, plant and equipment	(55.5)	(18.9)
Business Acquisition	(29.0)	0
Investment in unconsolidated affiliate	(4.4)	0
Net cash used in investing activities	(88.9)	(18.9)
Cash flows from financing activities
Proceeds from borrowings under credit facility	268.0	63.9
Repayments of credit facility	(832.0)	(225.2)
Proceeds from issuance of senior notes	325.0	0
Cash paid on note exchange	(27.7)	0
Proceeds from equity offerings	304.4	143.1
Distributions to unitholders	(53.5)	(38.8)
Costs incurred in connection with financing arrangements	(6.2)	0
Contributions from parent	2.5	0
Distributions under common control	0	(17.8)
Contributions from noncontrolling interests	0.6	0
Distributions to noncontrolling interests	(3.5)	(1.9)
Net cash used in financing activities	(22.4)	(76.7)
Net change in cash and cash equivalents	(12.7)	24.8
Cash and cash equivalents, beginning of period	76.3	90.9
Cash and cash equivalents, end of period	$ 63.6	$ 115.7

XML



Fair Value Measurements

3 Months Ended

Mar. 31, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 9 - Fair Value Measurements

We categorize the inputs to the fair value of our financial assets and liabilities 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 are either directly or indirectly observable; and

·   Level 3 – unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Our derivative instruments consist of financially settled commodity and interest rate swap and option contracts and fixed price commodity contracts with certain counterparties. We determine the value of our derivative contracts using a discounted cash flow model for swaps and a standard option pricing model for options, based on inputs that are readily available in public markets. We have consistently applied these valuation techniques in all periods presented and believe we have obtained the most accurate information available for the types of derivative contracts we hold.

Contracts classified as Level 3 are valued using price inputs available from public markets to the extent that the markets are liquid for the relevant settlement periods.

The following tables present the fair value of our financial assets and liabilities according to the fair value hierarchy. These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value assets and liabilities and their placement within the fair value hierarchy levels:

	March 31, 2011
	Total		Level 1		Level 2		Level 3
Assets from commodity derivative contracts	$	34.5	$	-	$	34.5	$	-
Total assets	$	34.5	$	-	$	34.5	$	-
Liabilities from commodity derivative contracts	$	94.2	$	-	$	63.8	$	30.4
Liabilities from interest rate derivatives		17.4		-		17.4		-
Total liabilities	$	111.6	$	-	$	81.2	$	30.4
	December 31, 2010
	Total		Level 1		Level 2		Level 3
Assets from commodity derivative contracts	$	44.1	$	-	$	43.9	$	0.2
Total assets	$	44.1	$	-	$	43.9	$	0.2
Liabilities from commodity derivative contracts	$	46.9	$	-	$	35.1	$	11.8
Liabilities from interest rate derivatives		20.1		-		20.1		-
Total liabilities	$	67.0	$	-	$	55.2	$	11.8

The following table sets forth a reconciliation of the changes in the fair value of our financial instruments classified as Level 3 in the fair value hierarchy:

	Commodity Derivative Contracts
Balance, December 31, 2010	$	(11.6	)
Unrealized losses included in OCI		(20.0	)
Settlements included in Net Income		1.2
Balance, March 31, 2011	$	(30.4	)

There have been no transfers of derivative assets or liabilities between the three levels of the fair value hierarchy during the three months ended March 31, 2011.

We designated all Level 3 derivative instruments as cash flow hedges, and, as such, all changes in their fair value are reflected in other comprehensive income. Therefore, there are no unrealized gains or losses reflected in revenues or other income (expense) with respect to Level 3 derivative instruments.

XML



Segment Information

3 Months Ended

Mar. 31, 2011

Segment Information [Abstract]

Segment Information

Note 13 - Segment Information

We report our operations in two divisions: (i) Natural Gas Gathering and Processing, consisting of two reportable segments – (a) Field Gathering and Processing and (b) Coastal Gathering and Processing; and (ii) Logistics and Marketing consisting of two reportable segments – (a) Logistics Assets and (b) Marketing and Distribution. The financial results of our hedging activities are reported in Other.

Our Natural Gas Gathering and Processing division includes assets used in the gathering of natural gas produced from oil and gas wells and processing this raw natural gas into merchantable natural gas by extracting natural gas liquids and removing impurities. The Field Gathering and Processing segment's assets are located in North Texas and the Permian Basin of West Texas and New Mexico and the Coastal Gathering and Processing segment's assets are located in the onshore and near offshore region of the Louisiana Gulf Coast and the Gulf of Mexico.

Our Logistics and Marketing division is also referred to as our Downstream Business. Downstream includes all the activities necessary to convert raw natural gas liquids into NGL products and provides certain value added services such as storage, terminaling, transportation, distribution and marketing of NGLs, crude and refined products. It also includes certain natural gas supply and marketing activities in support of our other businesses.

The Logistics Assets segment is involved in transporting, storing, and fractionating mixed NGLs; storing, terminaling, and transporting finished NGLs; and storing and terminaling crude and refined products. These assets are generally connected to and supplied, in part, by our Natural Gas Gathering and Processing segments and are predominantly located in Mont Belvieu, Texas and Southwestern Louisiana. This segment includes the activities associated with the recent acquisition of a refined petroleum products and crude oil storage and terminaling facility.

The Marketing and Distribution segment covers all activities required to distribute and market raw and finished natural gas liquids and all natural gas marketing activities. It includes (1) marketing our own natural gas liquids production and purchasing natural gas liquids products in selected United States markets; (2) providing liquefied petroleum gas balancing services to refinery customers; (3) transporting, storing and selling propane and providing related propane logistics services to multi-state retailers, independent retailers and other end users; and (4) marketing natural gas available to us from our Natural Gas Gathering and Processing division and the purchase and resale of natural gas in selected United States markets.

Other contains the results of our derivative and hedging transactions.  Eliminations of inter-segment transactions are reflected in the eliminations column.

Our reportable segment information is shown in the following tables:

Three Months Ended March 31, 2011
	Field		Coastal
	Gathering		Gathering				Marketing					Corporate
	and		and		Logistics		and					and
	Processing		Processing		Assets		Distribution		Other			Eliminations			Total
Revenues	$	52.0	$	84.0	$	23.2	$	1,459.7	$	(4.4	)	$	-		$	1,614.5
Intersegment revenues		299.7		217.4		19.1		112.3		-			(648.5	)		-
Revenues	$	351.7	$	301.4	$	42.3	$	1,572.0	$	(4.4	)	$	(648.5	)	$	1,614.5
Operating margin	$	61.1	$	36.3	$	22.3	$	32.7	$	(4.4	)	$	-		$	148.0
Other financial information:
Total assets	$	1,641.8	$	431.3	$	506.6	$	458.7	$	34.5		$	67.8		$	3,140.7
Capital expenditures	$	31.8	$	1.4	$	45.2	$	0.1	$	-		$	-		$	78.5

Three Months Ended March 31, 2010
	Field		Coastal
	Gathering		Gathering				Marketing					Corporate
	and		and		Logistics		and					and
	Processing		Processing		Assets		Distribution		Other			Eliminations			Total
Revenues	$	55.1	$	133.6	$	16.7	$	1,281.4	$	(3.0	)	$	-		$	1,483.8
Intersegment revenues		292.0		204.9		21.0		138.7		-			(656.6	)		-
Revenues	$	347.1	$	338.5	$	37.7	$	1,420.1	$	(3.0	)	$	(656.6	)	$	1,483.8
Operating margin	$	68.3	$	27.5	$	11.2	$	19.7	$	(3.0	)	$	-		$	123.7
Other financial information:
Total assets	$	1,667.4	$	487.6	$	415.4	$	350.2	$	70.3		$	95.8		$	3,086.7
Capital expenditures	$	12.6	$	2.8	$	3.0	$	-	$	-		$	-		$	18.4

The following table shows our revenues by product and service for each period presented:

	Three Months Ended March 31,
	2011			2010
Natural gas sales	$	248.1		$	312.9
NGL sales		1,302.8			1,112.2
Condensate sales		21.5			25.3
Fractionating and treating fees		11.0			13.0
Storage and terminaling fees		13.9			9.5
Transportation fees		10.7			7.3
Gas processing fees		7.2			7.1
Hedge settlements		(4.4	)		(3.0	)
Other		3.7			(0.5	)
	$	1,614.5		$	1,483.8

The following table is a reconciliation of operating margin to net income for each period presented:

	Three Months Ended March 31,
	2011			2010
Reconciliation of operating margin to net income:
Operating margin	$	148.0		$	123.7
Depreciation and amortization expense		(42.7	)		(42.0	)
General and administrative expense		(31.8	)		(25.0	)
Interest expense, net		(27.5	)		(31.0	)
Income tax expense		(1.8	)		(1.5	)
Other, net		1.5			25.7
Net income	$	45.7		$	49.9

XML



CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 63.6	$ 76.3
Trade receivables, net of allowances of $7.4 million and $7.7 million	444.1	466.1
Inventory	5.1	50.3
Assets from risk management activities	19.6	25.2
Other current assets	1.0	2.9
Total current assets	533.4	620.8
Property, plant and equipment, at cost	3,377.1	3,299.5
Accumulated depreciation	(847.0)	(804.3)
Property, plant and equipment, net	2,530.1	2,495.2
Long-term assets from risk management activities	14.9	18.9
Investment in unconsolidated affiliate	21.3	15.2
Other long-term assets	41.0	36.3
Total assets	3,140.7	3,186.4
Current liabilities:
Accounts payable to third parties	190.4	250.5
Accounts payable to Targa Resources Corp.	43.7	51.4
Accrued liabilities	273.2	273.7
Liabilities from risk management activities	56.1	34.2
Total current liabilities	563.4	609.8
Long-term debt	1,179.1	1,445.4
Long-term liabilities from risk management activities	55.5	32.8
Deferred income taxes	9.1	8.7
Other long-term liabilities	42.1	40.6
Commitments and contingencies (see Note 11)
Owners' equity:
Common unitholders (84,756,009 and 75,545,409 units issued and outstanding as of March 31, 2011 and December 31, 2010)	1,219.6	935.3
General partner (1,729,715 and 1,541,744 units issued and outstanding as of March 31, 2011 and December 31, 2010)	22.2	15.1
Accumulated other comprehensive income (loss)	(84.6)	(30.6)
Total owner's equity excluding noncontrolling interests	1,157.2	919.8
Noncontrolling interests in subsidiaries	134.3	129.3
Total owners' equity	1,291.5	1,049.1
Total liabilities and owners' equity	$ 3,140.7	$ 3,186.4