Targa Resources Partners (NGLS-PA) 8-K Index for Financial Statements

Exhibit 99.3

Targa Resources Partners LP

Unaudited Pro Forma Condensed Combined Financial Statements

Introduction

The unaudited pro forma condensed combined financial statements of Targa Resources Partners LP (“the Partnership”) as of March 31, 2010, for the years ended December 31, 2009, 2008 and 2007, and for the three months ended March 31, 2010 and 2009 are based upon the historical audited and unaudited financial statements of the Partnership and the Targa Resources Permian and Straddle Operations, which owns the Permian and Straddle Business. The Partnership and the Targa Resources Permian and Straddle Operations are controlled by a common parent entity, Targa Resources, Inc. (“Targa”). The acquisition of the Permian and Straddle Business by the Partnership is accounted for and presented herein under common control accounting. Under common control accounting, the Permian and Straddle Business’ assets and liabilities are recorded by the Partnership at their historical book values with an adjustment to owners’ equity recorded for the difference between such historical values and the acquisition proceeds.

The unaudited pro forma condensed combined balance sheet as of March 31, 2010 has been prepared as if the Partnership’s acquisition of the Permian and Straddle Business occurred on March 31, 2010. The unaudited pro forma condensed combined statements of operations for the years ended December 31, 2009, 2008 and 2007 and the three months ended March 31, 2010 and 2009 have been prepared as if the Partnership’s acquisition of the Permian and Straddle Business occurred on January 1, 2007, because during such periods the businesses were under the common controlling ownership of Targa Resources, Inc. The rates used in our presentations regarding debt financing represent historical weighted average interest rates paid on our existing variable rate senior secured revolving credit facility for the periods pres ented. The unaudited pro forma condensed combined financial statements should be read in conjunction with the notes accompanying the unaudited pro forms condensed combined financial statements.

The Partnership acquired the Permian and Straddle Business for aggregate consideration of $420.0 million, subject to certain adjustments.

The adjustments to the historical audited and unaudited financial statements are based upon currently available information and certain estimates and assumptions. Actual effect of these transactions will differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on the Partnership.

The unaudited pro forma condensed combined financial statements of the Partnership have been derived from the historical financial statements of the Partnership and the Permian and Straddle Business and are qualified in their entirety by reference to such historical financial statements and the related notes contained therein. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the results that actually would have occurred if the Partnership had assumed the operations of the Permian and Straddle Businesses on the dates indicated or which could be obtained in the future.

The Partnership primarily financed its acquisition of the Permian and Straddle Business through borrowings under its senior secured revolving credit facility.

The pro forma financial statements reflect the following transactions:

· the borrowing of $411.8 million under our senior secured revolving credit facility;

· our purchase from Targa of the Permian and Straddle Business; and

· the distribution to Targa of the aggregate consideration consisting of $420.0 million in cash, which includes the repayment of $332.8 million of the Permian and Straddle Business’ affiliate indebtedness payable to Targa.

1

TARGA RESOURCES PARTNERS LP
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 2010
											Targa
	Targa			Permian/							Resources
	Resources			Straddle			Pro Forma				Partners LP
	Partners LP			Operations			Adjustments				Pro Forma
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	66.2		$	-		$	411.8		(b)	$	58.0
								(420.0	)	(c)
Trade receivables, net of allowances of $7.7 million		247.3			67.6			-				314.9
Receivables from affiliates		-			39.5			(39.5	)	(a)		-
Inventory		25.2			-			-				25.2
Assets from risk management activities		32.6			5.0			-				37.6
Other current assets		0.6			0.3			-				0.9
Total current assets		371.9			112.4			(47.7	)			436.6
Property, plant and equipment, at cost		2,109.0			394.1			-				2,503.1
Accumulated depreciation		(444.1	)		(92.4	)		-				(536.5	)
Property, plant and equipment, net		1,664.9			301.7			-				1,966.6
Long-term assets from risk management activities		14.6			3.3			-				17.9
Investment in unconsolidated affiliate		18.0			-			-				18.0
Other long-term assets		18.7			0.9			-				19.6
Total assets	$	2,088.1		$	418.3		$	(47.7	)		$	2,458.7
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Accounts payable to third parties	$	123.8		$	12.0		$	-			$	135.8
Accounts payable to affiliates		79.8			6.5			(39.5	)	(a)		46.8
Accrued liabilities		108.5			96.2			-				204.7
Liabilities from risk management activities		15.1			3.7			-				18.8
Income tax liability		-			0.1			-				0.1
Total current liabilities		327.2			118.5			(39.5	)			406.2
Long-term debt payable to third parties		747.3			-			411.8		(b)		1,159.1
Long-term debt payable to Targa Resources, Inc.		-			332.8			(332.8	)	(d)		-
Long-term liabilities from risk management activities		16.9			3.1			-				20.0
Deferred income taxes		5.5			1.0			-				6.5
Other long-term liabilities		6.6			11.2			-				17.8
Commitments and contingencies
Owners' equity:
Common unitholders (67,980,596 units issued and
outstanding as of March 31, 2010)		965.0			-			(132.8	)	(c)		832.2
General partner (1,387,360 units issued and
outstanding as of March 31, 2010)		12.6			-			(2.7	)	(c)		9.9
Net parent investment		-			(48.3	)		420.0		(c)		-
								(371.7	)	(c)
Accumulated other comprehensive income (loss)		(6.2	)		-			-				(6.2	)
		971.4			(48.3	)		(87.2	)			835.9
Noncontrolling interest in subsidiary		13.2			-			-				13.2
Total owners' equity		984.6			(48.3	)		(87.2	)			849.1
Total liabilities and owners' equity	$	2,088.1		$	418.3		$	(47.7	)		$	2,458.7
See accompanying notes to unaudited pro forma combined financial statements

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TARGA RESOURCES PARTNERS LP
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2010
											Targa
	Targa			Permian/							Resources
	Resources			Straddle			Pro Forma				Partners LP
	Partners LP			Operations			Adjustments				Pro Forma
	(In millions, except per unit data)
Revenues from third parties	$	1,259.3		$	185.6		$	-			$	1,444.9
Revenues from affiliates		87.9			232.6			(320.4	)	(a)		0.1
Total operating revenues		1,347.2			418.2			(320.4	)			1,445.0
Costs and expenses:
Product purchases from third parties		922.9			268.6			-				1,191.5
Product purchases from affiliates		299.8			119.9			(311.6	)	(a)		108.1
Operating expenses from third parties		43.8			7.2			-				51.0
Operating expenses from affiliates		8.8			-			(8.8	)	(a)		-
Depreciation and amortization expenses		25.8			5.8			-				31.6
General and administrative expenses		16.5			4.8			-				21.3
		1,317.6			406.3			(320.4	)			1,403.5
Income from operations		29.6			11.9			-				41.5
Other income (expense):
Interest expense from Targa		-			(5.8	)		5.8		(e)		-
Other interest expense, net		(15.3	)		-			(1.4	)	(e)		(16.7	)
Equity in earnings of unconsolidated investment		0.3			-			-				0.3
Gain (loss) on mark-to-market derivative instruments		(0.4	)		10.4			-				10.0
Income before income taxes		14.2			16.5			4.4				35.1
Income tax expense:
Current		(0.7	)		(0.1	)		-				(0.8	)
Deferred		(0.6	)		(0.1	)		-				(0.7	)
		(1.3	)		(0.2	)		-				(1.5	)
Net income attributable to Targa Resources Partners LP		12.9			16.3			4.4				33.6
Less: Net income attributable to noncontrolling interest		0.3			-			-				0.3
Net income attributable to Targa Resources Partners LP	$	12.6		$	16.3		$	4.4			$	33.3
Net income per limited partner unit - basic and diluted	$	0.14									$	0.20
Weighted average limited partner units outstanding - basic and diluted		68.0										68.0
See accompanying notes to unaudited pro forma combined financial statements

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TARGA RESOURCES PARTNERS LP
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2009
											Targa
	Targa			Permian/							Resources
	Resources			Straddle			Pro Forma				Partners LP
	Partners LP			Operations			Adjustments				Pro Forma
	(In millions, except per unit data)
Revenues from third parties	$	864.4		$	105.7		$	-			$	970.1
Revenues from affiliates		51.6			109.0			(145.1	)	(a)		15.5
Total operating revenues		916.0			214.7			(145.1	)			985.6
Costs and expenses:
Product purchases from third parties		667.8			121.6			-				789.4
Product purchases from affiliates		139.7			74.5			(138.8	)	(a)		75.4
Operating expenses from third parties		42.8			9.4			-				52.2
Operating expenses from affiliates		6.1			0.2			(6.3	)	(a)		-
Depreciation and amortization expenses		24.8			5.4			-				30.2
General and administrative expenses		16.1			5.1			-				21.2
		897.3			216.2			(145.1	)			968.4
Income from operations		18.7			(1.5	)		-				17.2
Other income (expense):
Interest expense from affiliate		(14.8	)		-			-				(14.8	)
Interest expense from Targa		-			(5.8	)		5.8		(e)		-
Other interest expense, net		(9.6	)		-			(2.1	)	(e)		(11.7	)
Equity in earnings of unconsolidated investment		0.1			-			-				0.1
Gain on mark-to-market derivative instruments		-			5.5			-				5.5
Other		0.7			-			-				0.7
Income before income taxes		(4.9	)		(1.8	)		3.7				(3.0	)
Income tax expense:
Current		(0.1	)		-			-				(0.1	)
Deferred		(0.4	)		(0.1	)		-				(0.5	)
		(0.5	)		(0.1	)		-				(0.6	)
Net loss attributable to Targa Resources Partners LP		(5.4	)		(1.9	)		3.7				(3.6	)
Less: Net loss attributable to noncontrolling interest		(0.1	)		-			-				(0.1	)
Net loss attributable to Targa Resources Partners LP	$	(5.3	)	$	(1.9	)	$	3.7			$	(3.5	)
Net loss per limited partner unit - basic and diluted	$	(0.09	)								$	(0.10	)
Weighted average limited partner units outstanding - basic and diluted		46.2										46.2
See accompanying notes to unaudited pro forma combined financial statements

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TARGA RESOURCES PARTNERS LP
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2009
											Targa
	Targa			Permian/							Resources
	Resources			Straddle			Pro Forma				Partners LP
	Partners LP			Operations			Adjustments				Pro Forma
	(In millions, except per unit data)
Revenues from third parties	$	3,897.7		$	477.5		$	-			$	4,375.2
Revenues from affiliates		197.9			558.4			(740.3	)	(a)		16.0
Total operating revenues		4,095.6			1,035.9			(740.3	)			4,391.2
Costs and expenses:
Product purchases from third parties		2,830.6			657.7			-				3,488.3
Product purchases from affiliates		755.0			279.3			(713.0	)	(a)		321.3
Operating expenses from third parties		158.3			32.8			-				191.1
Operating expenses from affiliates		26.8			0.5			(27.3	)	(a)		-
Depreciation and amortization expenses		101.2			23.9			-				125.1
General and administrative expenses		78.9			21.7			-				100.6
Other		(0.8	)		0.1			-				(0.7	)
		3,950.0			1,016.0			(740.3	)			4,225.7
Income from operations		145.6			19.9			-				165.5
Other income (expense):
Interest expense from affiliate		(43.4	)		-			-				(43.4	)
Interest expense from Targa		-			(23.2	)		23.2		(e)		-
Other interest expense, net		(52.0	)		-			(7.0	)	(e)		(59.0	)
Equity in earnings of unconsolidated investment		5.0			-			-				5.0
Loss on debt repurchases		(1.5	)		-			-				(1.5	)
Gain (loss) on mark-to-market derivative instruments		0.8			(16.0	)		-				(15.2	)
Other		0.7			-			-				0.7
Income (loss) before income taxes		55.2			(19.3	)		16.2				52.1
Income tax expense:
Current		(0.2	)		-			-				(0.2	)
Deferred		(0.8	)		(0.2	)		-				(1.0	)
		(1.0	)		(0.2	)		-				(1.2	)
Net income (loss)		54.2			(19.5	)		16.2				50.9
Less: Net income attributable to noncontrolling interest		2.2			-			-				2.2
Net income (loss) attributable to Targa Resources Partners LP	$	52.0		$	(19.5	)	$	16.2			$	48.7
Net income per limited partner unit - basic and diluted	$	0.86									$	1.18
Weighted average limited partner units outstanding - basic and diluted		51.2										51.2
See accompanying notes to unaudited pro forma combined financial statements

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TARGA RESOURCES PARTNERS LP
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
											Targa
	Targa			Permian/							Resources
	Resources			Straddle			Pro Forma				Partners LP
	Partners LP			Operations			Adjustments				Pro Forma
	(In millions, except per unit data)
Revenues from third parties	$	7,012.3		$	774.9		$	-			$	7,787.2
Revenues from affiliates		489.8			1,019.0			(1,458.1	)	(a)		50.7
Total operating revenues		7,502.1			1,793.9			(1,458.1	)			7,837.9
Costs and expenses:
Product purchases from third parties		5,853.1			926.5			-				6,779.6
Product purchases from affiliates		1,097.7			719.2			(1,398.8	)	(a)		418.1
Operating expenses from third parties		195.2			31.8			-				227.0
Operating expenses from affiliates		58.8			0.5			(59.3	)	(a)		-
Depreciation and amortization expenses		97.8			21.7			-				119.5
General and administrative expenses		68.6			16.9			-				85.5
Other		(0.9	)		6.3			-				5.4
		7,370.3			1,722.9			(1,458.1	)			7,635.1
Income from operations		131.8			71.0			-				202.8
Other income (expense):
Interest expense from affiliate		(59.2	)		-			-				(59.2	)
Interest expense from Targa		-			(23.2	)		23.2		(e)		-
Other interest expense, net		(37.9	)		-			(18.1	)	(e)		(56.0	)
Equity in earnings of unconsolidated investment		3.9			-			-				3.9
Gain on debt repurchases		13.1			-			-				13.1
Gain (loss) on mark-to-market derivative instruments		(1.0	)		31.6			-				30.6
Other		1.4			11.5			-				12.9
Income before income taxes		52.1			90.9			5.1				148.1
Income tax expense:
Current		(0.6	)		-			-				(0.6	)
Deferred		(1.8	)		(0.5	)		-				(2.3	)
		(2.4	)		(0.5	)		-				(2.9	)
Net income		49.7			90.4			5.1				145.2
Less: Net income attributable to noncontrolling interest		0.3			-			-				0.3
Net income attributable to Targa Resources Partners LP	$	49.4		$	90.4		$	5.1			$	144.9
Net income per limited partner unit - basic and diluted	$	1.83									$	1.94
Weighted average limited partner units outstanding - basic and diluted		46.2										46.2
See accompanying notes to unaudited pro forma combined financial statements

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TARGA RESOURCES PARTNERS LP
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2007
											Targa
	Targa			Permian/							Resources
	Resources			Straddle			Pro Forma				Partners LP
	Partners LP			Operations			Adjustments				Pro Forma
	(In millions, except per unit data)
Revenues from third parties	$	6,426.3		$	655.6		$	-			$	7,081.9
Revenues from affiliates		417.4			876.8			(1,272.5	)	(a)		21.7
Total operating revenues		6,843.7			1,532.4			(1,272.5	)			7,103.6
Costs and expenses:
Product purchases from third parties		5,349.2			809.4			-				6,158.6
Product purchases from affiliates		952.8			587.4			(1,227.3	)	(a)		312.9
Operating expenses from third parties		175.1			33.9			-				209.0
Operating expenses from affiliates		44.5			0.7			(45.2	)	(a)		-
Depreciation and amortization expenses		93.5			20.8			-				114.3
General and administrative expenses		64.0			25.8			-				89.8
Other		(0.3	)		0.2			-				(0.1	)
		6,678.8			1,478.2			(1,272.5	)			6,884.5
Income from operations		164.9			54.2			-				219.1
Other income (expense):
Interest expense from affiliate		(58.5	)		-			-				(58.5	)
Interest expense from Targa		-			(23.2	)		23.2		(e)		-
Interest expense allocated from Targa		(19.4	)		-			-				(19.4	)
Other interest expense, net		(21.5	)		-			(27.6	)	(e)		(49.1	)
Equity in earnings of unconsolidated investment		3.5			-			-				3.5
Loss on mark-to-market derivative instruments		(30.2	)		(31.8	)		-				(62.0	)
Other		(1.1	)		0.3			-				(0.8	)
Income (loss) before income taxes		37.7			(0.5	)		(4.4	)			32.8
Income tax expense:
Current		(0.6	)		-			-				(0.6	)
Deferred		(1.9	)		(0.4	)		-				(2.3	)
		(2.5	)		(0.4	)		-				(2.9	)
Net income (loss)		35.2			(0.9	)		(4.4	)			29.9
Less: Net income attributable to noncontrolling interest		0.1			-			-				0.1
Net income (loss) attributable to Targa Resources Partners LP	$	35.1		$	(0.9	)	$	(4.4	)		$	29.8
Net income per limited partner unit - basic and diluted	$	0.81									$	0.68
Weighted average limited partner units outstanding - basic and diluted		34.0										34.0

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TARGA RESOURCES PARTNERS LP

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

The unaudited pro forma combined financial statements of Targa Resources Partners LP (“the Partnership”) as of March 31, 2010, for the years ended December 31, 2009, 2008 and 2007, and for the three months ended March 31, 2010 and 2009 are based upon the historical audited and unaudited financial statements of the Partnership and the Targa Resources Permian and Straddle Operations, which owns the Permian and Straddle Business. The Partnership and the Targa Resources Permian and Straddle Operations are controlled by a common parent entity, Targa Resources, Inc. (“Targa”). The acquisition of the Permian and Straddle Business by the Partnership is accounted for and presented herein under common control accounting. Under common control accounting, the Permian and Straddle Business’ assets and liab ilities are recorded by the Partnership at their historical book values with an adjustment to owners’ equity recorded for the difference between such historical values and the acquisition proceeds.

The unaudited pro forma combined balance sheet as of March 31, 2010 has been prepared as if the Partnership’s acquisition of the Permian and Straddle Business occurred on March 31, 2010. The unaudited pro forma combined statements of operations for the years ended December 31, 2009, 2008 and 2007 and the three months ended March 31, 2010 and 2009 have been prepared as if the Partnership’s acquisition of the Permian and Straddle Business occurred on January 1, 2007. The rates used in our presentations regarding debt financing represent historical weighted average interest rates paid on our existing variable rate senior secured revolving credit facility for the periods presented. The unaudited pro forma combined financial statements should be read in conjunction with the notes accompanying the unaudited pro forma combined financial statements.

The Partnership acquired the Permian and Straddle Business for aggregate consideration of $420.0 million, subject to certain adjustments.

The adjustments to the historical audited and unaudited financial statements are based upon currently available information and certain estimates and assumptions. Actual effects of these transactions will differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable, give appropriate effect to the expected impact of events that are directly attributable to the transactions, and reflect those items expected to have a continuing impact on the Partnership.

The unaudited pro forma combined financial statements of the Partnership have been derived from the historical financial statements of the Partnership and the Permian and Straddle Business and are qualified in their entirety by reference to such historical financial statements and the related notes contained therein. The unaudited pro forma combined financial statements are not necessarily indicative of the results that actually would have occurred if the Partnership had assumed the operations of the Permian and Straddle Businesses on the dates indicated or which could be obtained in the future.

The Partnership financed its acquisition of the Permian and Straddle Business through borrowings under its senior secured revolving credit facility.

The pro forma financial statements reflect the following transactions:

· the borrowing of $411.8 million under our senior secured revolving credit facility;

· our purchase from Targa of the Permian and Straddle Business;

· the distribution to Targa of the aggregate consideration consisting of $420.0 million in cash, which includes the repayment of $332.8 million of the Permian and Straddle Business’ affiliate indebtedness payable to Targa.

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Note 2—Pro Forma Adjustments and Assumptions

(a) Reflects the elimination of affiliate receivable/payable and affiliate revenues and expenses between Targa Resources Partners LP and the Permian and Straddle Business.

(b) Reflects the borrowing of $411.8 million under our senior secured credit facility.

(c) Reflects the payment to Targa of the aggregate consideration of $420.0 million.

The pro forma transaction adjustments associated with the payment are (in millions):

Repayment of affiliated indebtedness payable to Targa	$	332.8
Noncash contribution from Targa		(48.3	)
Adjustments for purchase of assets under common control:
Common unitholders		132.8
General partner		2.7
	$	420.0

(d) Reflects the repayment of $332.8 million of the Permian and Straddle Business’ affiliate indebtedness payable to Targa.

(e) Reflects the reversal of interest expense associated with the affiliated indebtedness repaid and interest expense on $411.8 million in borrowings under our senior secured credit facility incurred in connection with the acquisition as though such transactions had occurred January 1, 2007. Interest is calculated at an estimated annual rate of 1.4% and 2.0% for the three months ended March 31, 2010 and 2009, and 1.7%, 4.4% and 6.7% for the years ended December 31, 2009, 2008 and 2007. These rates represent historical weighted average interest rates paid on our existing variable rate senior secured revolving credit facility for the periods presented. A one-eighth percentage point change in the interest rate would change pro forma interest expense by $0.1 million for the three months ended March 31, 2010 and 2009, and $0.5 million for the years ended December 31, 2009, 2008 and 20 07.

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