Venture Global, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share information)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share information)

(a) See Note 1 – Generalfor further discussion regarding the 4,520.3317-for-one forward stock split in connection with the Company's IPO.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Note 1 –General

The Company

Venture Global is a Delaware corporation formed by the managing members of VG Partners on September 19, 2023. As used in these condensed consolidated financial statements, unless the context otherwise requires, references to the "Company," "we," "us," and "our" refer to Venture Global and its consolidated subsidiaries.

The Company sells LNG and is engaged in the operation, construction, and development of natural gas liquefaction and export facilities in North America ("LNG projects"). Each LNG project includes a liquefaction facility and export terminal and one or more associated pipelines that interconnect with several interstate and intrastate pipelines for delivery of natural gas into the associated liquefaction facility and export terminal. Our current LNG projects include the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project and the Delta Project.

The Company is also engaged in the acquisition and operation of LNG tankers to deliver its LNG directly to customers through its direct sales and shipping business ("DS&S")and ispursuing opportunities to secure additional LNG regasification capacity. In addition, the Company is engaged in the development and construction of pipeline infrastructure projects to establish complementary gas transportation for its development projects.

Basis of presentation and consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for fair presentation, have been included. Interim results are not necessarily indicative of results for a full year. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the 2024 audited consolidated financial statements and notes thereto, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 6, 2025 (the "2024 Form 10-K"). Except for per share amounts or as otherwise specified, dollar amounts presented within tables are stated in millions.

The accompanying unaudited condensed consolidated financial statements include the accounts of Venture Global, Inc. and its controlled subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Stock Split

On January 27, 2025, and in connection with the completion of its IPO, the Company effectuated an approximately 4,520.3317-for-one forward stock split of its Class A common stock. All Class A common stock share and per share amounts in these condensed consolidated financial statements have been retroactively adjusted to reflect the impact of the stock split. See Note 14 – Equityfor further discussion of the IPO.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and the accompanying notes. While management believes that the estimates and assumptions used in the preparation of the condensed consolidated financial statements are appropriate, actual results could differ from those estimates.

Note 2 –Restricted Cash

The following table summarizes the components of restricted cash:

(a)Primarily restricted to pre-commercial operations for the Calcasieu Project.

(b)Restricted to the payment of construction and commissioning costs for the Plaquemines Project.

(c)Restricted to debt service for the Calcasieu Project.

(d)Restricted to the payment of equipment costs for a pipeline development project.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statements of cash flows:

Note 3 –Revenue from Contracts with Customers

The following table summarizes the disaggregation of revenue earned from contracts with customers:

LNG produced prior to the relevant project or phase thereof reaching COD is sold under short-term sales agreements at prevailing market prices when executed. LNG Commissioning Sales Agreements are contracted with customers through the Company's LNG projects and its DS&S business. As of March 31, 2025, the Company had not yet declared COD for any of its LNG projects or phases thereof, and accordingly, LNG revenue recognized during the three months ended March 31, 2025 and 2024, was earned under LNG Commissioning Sales Agreements. The Company declared COD for the Calcasieu Project on April 15, 2025. See Note 21 – Subsequent Events for further discussion.

Transaction price allocated to future performance obligations

Because many of the Company's sales contracts have long-term durations, the Company is contractually entitled to significant future consideration which it has not yet recognized as revenue. The following table discloses the aggregate amount of the transaction price, including variable consideration, that is allocated to performance obligations that have not yet been satisfied, excluding all performance obligations that are part of contracts that have an expected duration of one year or less (dollar amounts in billions):

(a) A portion of the transaction price is based on the forecasted Henry Hub index as of period end.

Significant judgments were made when estimating the transaction price allocated to future performance obligations. These include the best estimate of when the Company's respective projects will reach COD and the post-COD SPAs will commence, which is currently expected to occur in 2026 and 2027 for the first and second phases of the Plaquemines Project, respectively, and the most likely amount of variable consideration to which the Company expects to be entitled upon the resolution of certain ongoing disputes with customers. These disputes are with various Calcasieu Project post-COD SPA customers who are asserting that the Calcasieu Project was delayed in declaring COD under the respective SPAs. These disputes are subject to aggregate liability limitations of $1.6 billion under the SPAs. Certain of the Company's customers are also disputing whether the liability limitations in the Company's SPAs are applicable, and therefore are claiming damages, including amounts in excess of the liability limitations. The Company's estimates of variable consideration exclude decreases to the transaction price for these contingent penalties based on the Company's best estimate of the most likely outcome of these disputes. The Company expects this variability to be resolved in 2025 and 2026 upon the conclusion of various arbitration proceedings.

Note 4 –Inventory

The following table summarizes the components of inventory:

Note 5 –Property, Plant and Equipment

The following table presents the components of property, plant and equipment, net and their estimated useful lives (in years):

(a) Includes finance lease assets. See Note 6 – Leasesfor further discussion.

During the three months ended March 31, 2025, the Company recognized $23 million of net proceeds after deducting net cash paid for natural gas, from Test LNG sales as a reduction to the cost basis of the Plaquemines Project LNG terminal.

As of March 31, 2025, $15.8 billion, which represents a portion of the Plaquemines Project's property, plant and equipment has been placed in service in accordance with the accounting guidance. The Plaquemines Project remains under construction and is undergoing its planned commissioning program to satisfy the requirements necessary for achieving commercial operations as defined under the applicable contracts. Costs associated with these efforts will be either capitalized or expensed in accordance with the applicable accounting guidance.

The following table presents depreciation expense recognized on the condensed consolidated statements of operations:

Note 6 –Leases

Operating leases consist primarily of leased land, LNG tankers, and office space and facilities. Finance leases consist primarily of leased marine vessels and a bridge.

The following table presents the line item classification of right-of-use assets and lease liabilities on the condensed consolidated balance sheets:

The following table presents the line item classification of lease costs:

(a)Presented in the various line items within operating expenses, consistent with the nature of the asset under lease.

Note 7 –Equity Method Investments

The following table presents equity method investment ownership interests and carrying values:

Kagami Companies

In 2023, the Company began acquiring equity interests in Kagami 1 and Kagami 2. The Kagami Companies are VIEs in which the Company is not the primary beneficiary since it lacks the power to make significant decisions. These equity method investments are held by the DS&S reportable segment. The Kagami Companies will each purchaseone LNG tanker, which are expected to be delivered in 2025. The Company has future commitments to increase its investment in the Kagami Companies by $251 million to fund construction of the LNG tankers, which are subject to conditions precedent that have not yet been satisfied.

Note 8 –Accrued and Other Liabilities

Components of accrued and other liabilities included:

Note 9 –Debt

The following table summarizes outstanding debt:

(a)Issued at 100.167% of par.

(b)Issued at 99.661% of par.

(c)Secured by a first priority interest in corporate property.

VGLNG Senior Secured Notes

The VGLNG Senior Secured Notes are secured on a pari passu basis by a first-priority security interest in substantially all of the existing and future assets of VGLNG and the future guarantors, if any. In addition, VGLNG has pledged its membership interests in certain material direct subsidiaries as collateral to secure its obligations under the VGLNG Senior Secured Notes. VGLNG may redeem all or part of the VGLNG Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.

VGCP Senior Secured Notes

The obligations of VGCP under the VGCP Senior Secured Notes are guaranteed by TCP and secured on a pari passu basis by a first-priority security interest in the assets that secure the Calcasieu Pass Credit Facilities. VGCP may redeem all or part of the VGCP Senior Secured Notes at specified prices set forth in the respective governing indenture, plus accrued interest, if any, as of the date of the redemption.

Credit facilities

Below is a summary of committed credit facilities outstanding as of March 31, 2025:

(a)The obligations of VGCP as the borrower are guaranteed by TCP and secured by a first-priority lien on substantially all of the assets of VGCP and TCP, as well as all of the membership interests in those companies.

(b)The obligations of VGPL as the borrower are guaranteed by Gator Express and secured by a first-priority lien on substantially all of the assets of VGPL and Gator Express, as well as all of the membership interests in those companies.

Interest expense on debt

The following table presents the total interest expense incurred on debt and other instruments:

Note 10 –Derivatives

The Company has entered into interest rate swaps to mitigate its exposure to variability in interest payments associated with certain variable rate debt. None of the Company's interest rate swaps has been designated as cash flow hedges as of March 31, 2025 or December 31, 2024.

The following table summarizes outstanding interest rate swaps:

(a)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at their fair values in May 2029.

(b)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at their fair values in August 2026.

(c)Represents a weighted-average fixed rate based on the maximum notional.

Natural gas supply contracts

The Company has entered into natural gas supply contracts for the supply of feed gas to the Calcasieu Project and the Plaquemines Project. Those natural gas supply contracts not designated or qualifying as NPNS are recognized as either derivative assets or liabilities and measured at fair value. None of the Company's natural gas supply contracts has been designated as hedges as of March 31, 2025 or December 31, 2024.

The following table summarizes outstanding natural gas supply contracts recognized as derivatives (notional amount in millions of MMBtus):

The following table summarizes the fair value and classification of derivatives on the condensed consolidated balance sheets:

The following table presents the pre-tax effects of derivative instruments recognized in AOCL and earnings:

Approximately $15 million is expected to be reclassified from AOCL as a reduction to earnings within the next twelve months.

The following table presents the gross and net fair value of outstanding derivatives:

Credit-risk related contingent features

The interest rate swap agreements contain cross default provisions whereby if the Company were to default on certain indebtedness, it could also be declared in default on its derivative obligations and may be required to net settle the outstanding derivative liability positions with its counterparties. As of March 31, 2025, the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. The aggregate fair value of the Company's interest rate swap derivative instruments with credit-risk related contingent features in a net liability position was $4 million as of March 31, 2025.

Natural gas supply contracts

Certain natural gas supply contracts contain credit risk-related contingent features which stipulate that if the Company's credit ratings were to change, it could be required to provide additional collateral. As of March 31, 2025, the Company would not be required to post any collateral related to these contracts if the credit-risk related contingent features were triggered, as the delivery of the underlying commodity had yet to commence. The aggregate fair value of the Company's natural gas supply contracts with credit-risk related contingent features in a net liability position was $35 million as of March 31, 2025.

Note 11 –Fair Value Measurements

The following table presents financial assets and liabilities measured at fair value on a recurring basis and indicates their levels within the fair value hierarchy:

(a)Included in cash and cash equivalents on the condensed consolidated balance sheets.

(b)Included in derivative assets and noncurrent derivative assets on the condensed consolidated balance sheets.

(c)Included in accrued and other liabilities and other noncurrent liabilities on the condensed consolidated balance sheets.

The fair values of the Company's interest rate swaps are classified as Level 2 and determined using a discounted cash flow method that incorporates observable inputs. The fair value calculation includes a credit valuation adjustment and forward interest rate curves for the same periods of the future maturity dates of the interest rate swaps. For further discussion, see Note 10 – Derivatives.

Level 3 unobservable inputs

The Company values its natural gas supply contracts using an income or options-based approach. This incorporates present value techniques using a risk free rate of return, observable forward commodity price curves, and other significant unobservable inputs. Significant unobservable inputs include implied forward curves at illiquid delivery locations and, if an option pricing model is used, volatility assumptions derived from observed historical market data adjusted for evolving industry conditions and market trends as of the balance sheet date as well as counterparty credit risk adjustments.

Due to the uncertainty surrounding these inputs, certain natural gas supply contracts are classified as Level 3 in the fair value hierarchy. Changes in these inputs can have a significant impact on the valuation of the Company's commodity derivatives, which can result in a significantly higher or lower estimated fair value. For further discussion, see Note 10 – Derivatives.

The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of March 31, 2025:

The following table sets forth a reconciliation of changes in the fair value of derivative instruments measured at fair value on a recurring basis using Level 3 inputs as of March 31, 2025. There were no derivative instruments measured at fair value using Level 3 inputs as of March 31, 2024.

Other financial instruments

The following table presents the fair value of outstanding debt instruments in the condensed consolidated balance sheets:

(a) Carrying value approximates estimated fair value.

Note 12 –Income Taxes

The Company's provision for income taxes is based on an estimated annual effective tax rate, plus discrete items. The Company's effective tax rate was 22.6% for the three months ended March 31, 2025, and was higher than the statutory income tax rate due to a combination of factors including non-deductible expenses and valuation allowance adjustments caused by a change in the realizability of certain deferred tax assets.

The Company's effective tax rate was 20.0% for the three months ended March 31, 2024, and was lower than the statutory income tax rate due to a combination of factors including guaranteed payments to non-controlling interests and non-deductible expenses.

As of March 31, 2025, VGLNG and Calcasieu Holdings, subsidiaries of the Company, were under exam by the Internal Revenue Service for the 2022 tax year.

Note 13 -Contingencies

Litigation

The Company is involved in certain claims, suits, and legal proceedings in the normal course of business. The Company accrues for litigation and claims when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. There can be no assurance that these accrued liabilities will be adequate to cover all existing and future claims or that the Company will have the liquidity to pay such claims as they arise.

Where no accrued liability has been recognized, it is reasonably possible that some matters could be decided unfavorably to the Company. This could require the Company to pay damages or make expenditures in amounts that could be material but could not be estimated as of March 31, 2025.

See Note 3 – Revenue from Contracts with Customers, for discussion of certain disputes with customers.

Note 14 –Equity

IPO and related transactions

On January 27, 2025, the Company completed its IPO in which it issued and sold 70 million shares of Class A common stock, par value $0.01, at a public offering price of $25.00 per share. The Company received proceeds of $1.7 billion, net of underwriting discounts and commissions of $70 million and offering expenses of $10 million.

In connection with the IPO, the Company effectuated an approximately 4,520.3317-for-one forward stock split of its Class A common stock. These condensed consolidated financial statements have been retrospectively adjusted to reflect the impact of the Stock Split of the Class A common stock. Subsequent to the Stock Split, and prior to the completion of the IPO, all shares of Class A common stock held by VG Partners, approximately 1.97 billion shares, were converted into an equal number of shares of Class B common stock.

Upon the effectiveness of the registration statement for the IPO, the Company's board of directors and stockholders adopted the Omnibus Incentive Plan, under which it granted stock options to purchase approximately 14 million shares of its Class A common stock with an exercise price of $25.00 per share to certain of its employees. The IPO Grants have a 10-year contractual term and vest in equal quarterly installments over afour-year period. The total number of shares of Class A common stock authorized for issuance under the Omnibus Incentive Plan, including the IPO Grants, is approximately 172 million, and is subject to annual automatic evergreen increases thereafter.

Preferred and common stock

The Company's Class A common stock hasone vote per share and its Class B common stock hasten votes per share. The par value of the Class A common stock and Class B common stock is $0.01 per share. The following table summarizes the number of shares of the Company's preferred stock and common stock authorized for issuance (in millions):

Dividends

In September 2024, the Company's board of directors declared the payment of cash dividends to holders of the Company's outstanding common stock in an aggregate amount of $160 million that are paid on a pro rata basis in four equal installments of $40 million over four consecutive calendar quarters on the last business day of each such calendar quarter, commencing on September 30, 2024. During the three months ended March 31, 2025, the Company paid $40 million, or $0.02 per share, of cash dividends to its common stockholders.

Note 15 –Redeemable Stock of Subsidiary

The following table summarizes the change in redeemable stock of subsidiary on the condensed consolidated balance sheets (in millions):

(a)Presented as net income attributable to redeemable stock of subsidiary on the consolidated statements of operations.

Following COD of the Calcasieu Project and the final distribution of the net proceeds from sales under LNG Commissioning Sales Agreements, but prior to August 19, 2027, no distributions of available cash will be permitted from Calcasieu Funding to VGLNG until any accumulated accrued distributions on the CP Funding Redeemable Preferred Units have been fully settled in cash. Further, on and after August 19, 2027, no distributions of available cash will be permitted from Calcasieu Funding to VGLNG until the CP Funding Redeemable Preferred Units have been fully redeemed in cash. In this context, available cash means funds in excess of cash deemed necessary by management to fund the Calcasieu Project's operating costs, including debt service requirements, during the relevant period. As of March 31, 2025, the CP Funding Redeemable Preferred Units had a redemption value of $1.6 billion of which $667 million was related to accrued distributions. See Note 21 – Subsequent Events for further discussion of COD of the Calcasieu Project.

Note 16 –Non-Controlling Interests

VGLNG Series A Preferred Shares

VGLNG, a direct controlled subsidiary of the Company, issued 3 million VGLNG Series A Preferred Shares which represent third-party ownership in the net assets of VGLNG and have a cumulative net balance of $2.9 billion. The annual dividend rate on the VGLNG Series A Preferred Shares is currently 9.000%. Cumulative cash dividends on the VGLNG Series A Preferred Shares are payable semiannually, in arrears, when, and if, declared by the VGLNG board of directors.

During the three months ended March 31, 2025, the Company accumulated $68 million, or $22.50 per share, of dividends on the VGLNG Series A Preferred Shares and declared and paid $135 million, or $45.00 per share. The balance of accumulated but undeclared dividends was $1 million, or $0.25 per share and $68 million, or $22.75 per share, as of March 31, 2025 and December 31, 2024, respectively.

Calcasieu Holdings

Calcasieu Holdings, an indirect controlled subsidiary of the Company, issued the CP Holdings Convertible Preferred Units, which represent third-party ownership in the net assets of Calcasieu Holdings. The following table summarizes the changes in the CP Holdings Convertible Preferred Units:

Note 17 –Earnings per Share

Earnings per share is calculated using the two-class method and presented on a combined basis since the Class A common stock and Class B common stock have identical rights and privileges, except for voting rights. The following table sets forth the computation of net income per share attributable to the Class A and Class B common stock outstanding (share amounts in millions):

(a) Earnings per share may not recalculate exactly due to rounding.

Stock options to purchase 14 million of the Company's Class A common stock for the three months ended March 31, 2025 were excluded from the calculation of diluted net income attributable to common stockholders because their effect would have been anti-dilutive.

Note 18 –Supplemental Cash Flow Information

The following table sets forth supplemental disclosure of cash flow information:

Note 19 –Segment Information

The Company has multiple operating segments, including the Company'sfive LNG projects – the Calcasieu Project, the Plaquemines Project, the CP2 Project, the CP3 Project and the Delta Project – and its DS&S business and pipeline activities. Each LNG project operating segment includes activity of both the respective liquefaction facility and export terminal and the associated pipeline(s) that will supply the natural gas to that facility.

The Company hasfour reportable segments, the Calcasieu Project, the Plaquemines Project, the CP2 Project and its DS&S business. The CP3 Project, the Delta Project, and its pipeline activities are not quantitatively material for reporting purposes and as such, have been combined with corporate activities as corporate, other and eliminations. Activities reported in corporate, other and eliminations include immaterial operating segments, costs which are overhead in nature and not directly associated with the operating segments, including certain general and administrative and marketing expenses, and inter-segment eliminations. Prior to the three months ended March 31, 2025, the Company hadthree reportable segments, which consisted of the Calcasieu Project, the Plaquemines Project and the CP2 Project. Prior period presentations have been recast to conform to the current segment reporting structure.

The following tables present financial information by segment, including significant segment expenses regularly provided to the CODM, and a reconciliation of segment income (loss) from operations to income before income tax expense on the condensed consolidated statements of operations for the periods indicated.

Note 20 –Recent Accounting Pronouncements

The following table provides a description of recently issued accounting pronouncements that have not yet been adopted as of March 31, 2025. Accounting pronouncements not listed below were assessed and determined to not have a material impact to the condensed consolidated financial statements.

Note 21 –Subsequent Events

On April 15, 2025, the Calcasieu Project declared COD and commenced the sale of LNG to its customers under its post-COD SPAs.

Upon COD, the CP Holdings Convertible Preferred Units converted into Class B common units of Calcasieu Holdings, equal to approximately 23% of the total outstanding common units of Calcasieu Holdings, or Holdings Common Units, reducing the Company's common equity interest in the Calcasieu Project to approximately 77%.

On April 21, 2025, VGPL (as borrower) and Gator Express (as guarantor) issued $2.50 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 7.50% senior secured notes due 2033 in an aggregate principal amount of $1.25 billion (the “VGPL 2033 Notes”) and (ii) a series of 7.75% senior secured notes due 2035 in an aggregate principal amount of $1.25 billion (the “VGPL 2035 Notes,” and together with the VGPL 2033 Notes, the “VGPL Notes”). In connection with the issuance, VGPL settled a pro rata portion of its interest rate swaps that hedged the variable interest on the Plaquemines Credit Facilities for cash proceeds of $275 million. The net proceeds from the issuance of the VGPL Notes and the swap breakage proceeds were used to prepay $2.7 billion outstanding under the Plaquemines Construction Term Loan and pay costs incurred in connection with the offering. The VGPL Notes are secured on a pari passu basis by a first-priority security interest in the assets that secure the Plaquemines Credit Facilities.

On May 1, 2025, CP2 (as borrower), CP Express (as guarantor) and CP2 Procurement (as guarantor) entered into new secured bridge credit facilities, consisting of a $2.825 billion delayed draw bridge loan facility (the “CP2 Bridge Loan Facility”) and a $175 million three-year interest reserve facility (the “CP2 Interest Reserve Facility”, and together with the CP2 Bridge Loan Facility, the “CP2 Bridge Facilities”). The loans under the CP2 Bridge Facilities are due in full by the earliest of (i) May 1, 2028, (ii) the ninetieth (90 th) day following the occurrence of COD for the second phase of the Plaquemines Project, or (iii) the closing and disbursement of the initial loans under a FID project financing for the CP2 Project. The net proceeds from the CP2 Bridge Facilities will be used to fund a portion of the development and construction costs, including interest, of the CP2 Project prior to closing the full project debt and equity financing.

In April 2025, CP2 amended one of its 20-year SPAs to increase the sale and delivery of LNG from 1.0 MTPA to 1.5 MTPA from the first phase of the CP2 Project. This increased the total volume of LNG contracted for sale and delivery from the CP2 Project from 9.25 MTPA to 9.75 MTPA.

On May 9 2025, FERC issued its final supplemental EIS which reaffirmed that the CP2 Project emissions impacts are “not significant.”