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Venture Global, Inc.

For the period ended Jun 30, 2025. Filed Aug 12, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 12, 2025

VG$11.53+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-13.

0002007855-25-000018

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-12.

0002007855-25-000042

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 132 previous paragraphs and 231 current paragraphs.

58 unchanged; 55 reworded; 94 added; 18 removed; 1 previous and 24 current paragraphs rearranged.

Tables are not compared: 7 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (94)

Current report

Our income from operations for the three months ended June 30, 2025 increased compared to the corresponding period in the prior year due to higher sales volumes at our Plaquemines Project from the commencement of LNG production in December 2024 and continued ramp up of LNG production in the first half of 2025, partially offset by lower weighted average LNG sales prices at the Calcasieu Project due to the commencement of LNG sales under its post-COD SPAs and higher costs of feed gas.

Current report

Our income from operations for the six months ended June 30, 2025 increased compared to the corresponding period in the prior year due to higher sales volumes at our Plaquemines Project from the commencement of LNG production in December 2024 and continued ramp up of LNG production in the first half of 2025 and higher weighted average LNG sales prices at the Calcasieu Project prior to COD in April 2025 offset by lower LNG sales prices after COD in April 2025, partially offset by higher costs of feed gas.

Current report

Calcasieu Project. The Company's initial LNG export facility declared COD and commenced the sale of LNG to its customers under its post-COD SPAs on April 15, 2025. Prior to COD, the Calcasieu Project sold LNG under LNG Commissioning Sales Agreements. In August 2025, the DOE approved our request to increase the authorized level of LNG exports from the Calcasieu Project to Non-FTA Nations from 12.0 mtpa to 12.4 mtpa.

Current report

In April 2025 and July 2025, CP2 entered into two SPAs for an additional 3 mtpa of LNG and increased the volumes sold under two existing SPAs by a combined 1.25 mtpa of LNG, increasing the total mtpa contracted for sale from the CP2 Project under long term post-COD SPAs from 9.25 mtpa as of December 31, 2024 to 13.5 mtpa of LNG.

Current report

Our Strategic Advancements. We took delivery of the Venture Acadia and Venture Creole LNG tankers in May and July 2025, respectively. This brought our total owned fleet of LNG tankers to four with an additional five LNG tankers that we have contracted to construct and/or acquire. In 2025, we used our LNG tankers to transport 24 cargos from our LNG facilities.

Current report

In April 2025, the FERC approved our request to enter into FERC's pre-filing environmental review process for the planned additional facilities at the Plaquemines Project for 18.6 mtpa of incremental bolt-on expansion peak production capacity (the "Plaquemines Expansion Project"). In May 2025, we submitted a request to the FERC to increase the capacity for the Plaquemines Expansion Project from 18.6 mtpa to 24.8 mtpa. In June 2025, we withdrew our Delta Project from the FERC pre-filing environmental review process to focus on the Plaquemines Expansion Project.

Current report

In July 2025, the first phase of the CP2 Project achieved FID. We obtained $15.1 billion in project financing to fund the development and construction of the first phase of the CP2 Project. A portion of the proceeds from the project financing were used to prepay the outstanding CP2 Bridge Facilities in full and pay costs incurred in connection with the project financing. The remaining proceeds from the project financing will be used to fund the costs of financing, developing, constructing, and placing in service the first phase of the CP2 Project.

Current report

Our EPC Contracts. During the second quarter of 2025, we entered into (i) a Third Amended and Restated Engineering, Procurement and Construction (“EPC”) agreement with KZJV LLC (“KZJV”) relating to Phase 1 of the Plaquemines Project, dated as of April 7, 2025, (ii) an Amended and Restated EPC agreement with KZJV relating to Phase 2 of the Plaquemines Project, dated as of April 7, 2025, and (iii) an Amended and Restated EPC Agreement with Worley Field Services Inc. (“Worley”, and together with KZJV, the “EPC Contractors”) relating to Phase 1 of the CP2 Project, dated as of June 13, 2025 (jointly, the “A&R EPCs”). The A&R EPCs revise the incentive structure in the relevant EPC agreements to eliminate schedule milestone bonuses that could be earned on the timely achievement of certain milestones and reduce the EPC Contractor’s potential profit margin to a lower, fixed percentage, in lieu of requiring the payment of liquidated damages by the EPC Contractors for construction and/or performance testing delays. We believe these amendments result in a better incentive structure for the timely completion of the relevant projects.

Current report

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Current report

The following table shows a summary of our results of operations for the periods indicated:

Current report

Revenue was $3.1 billion for the three months ended June 30, 2025, a $2.0 billion, or 180%, increase from $1.1 billion for the three months ended June 30, 2024. This increase was primarily due to $2.2 billion from higher LNG sales volumes, primarily at the Plaquemines Project. All of the Calcasieu Project facility assets and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and generating revenue for the three months ended June 30, 2025, as compared to only the Calcasieu Project facility assets being in service from an accounting perspective and therefore generating revenue for the three months ended June 30, 2024. This increase was partially offset by lower LNG sales prices of $241 million at the Calcasieu Project due to the commencement of LNG sales under its post-COD SPAs in April 2025.

Current report

The gross proceeds, before deducting the cost of natural gas, attributable to Test LNG sales generated prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as revenue, were $64 million for the three months ended June 30, 2025.

Current report

Cost of sales was $1.4 billion for the three months ended June 30, 2025, a $1.1 billion increase from $300 million for the three months ended June 30, 2024. This increase was primarily due to $797 million from higher LNG sales volumes, primarily at the Plaquemines Project. All of the Calcasieu Project facility assets and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and generating revenue for the three months ended June 30, 2025, as compared to only the Calcasieu Project facility assets being in service from an accounting perspective and therefore generating cost of sales for the three months ended June 30, 2024. Cost of sales further increased $239 million due to higher costs of natural gas at the Calcasieu Project, and a $77 million unfavorable change in the fair value of our natural gas supply contracts.

Current report

Operating and maintenance expense was $217 million for the three months ended June 30, 2025, a $91 million, or 72%, increase from $126 million for the three months ended June 30, 2024. This increase was primarily due to $69 million in higher operating costs in support of LNG production at the Plaquemines Project primarily due to an increase in non-capitalizable personnel costs, commissioning work, and operational insurance costs, as well as $44 million in operating costs primarily for our LNG tankers with no corresponding costs in 2024. These were partially offset by a decrease of $17 million in operating costs at the Calcasieu Project primarily due to lower commissioning and remediation work, partially offset by an increase in legal fees.

Current report

Development expense was $57 million for the three months ended June 30, 2025, a $117 million, or 67%, decrease from $174 million for the three months ended June 30, 2024. This decrease was primarily due to lower development costs of $111 million for the CP2 Project, which was deemed probable during the six months ended June 30, 2025, resulting in the capitalization of more of the costs for the project.

Current report

Income from operations was $1.0 billion for the three months ended June 30, 2025, a $675 million, or 186%, increase from $363 million for the three months ended June 30, 2024. This increase was primarily the result of higher sales volumes at the Plaquemines Project, partially offset by lower weighted average LNG sales prices at the Calcasieu Project subsequent to COD, higher cost of feed gas, and higher depreciation expense, as discussed above.

Current report

Interest income was $38 million for the three months ended June 30, 2025, a $23 million, or 38%, decrease from $61 million for the three months ended June 30, 2024. This decrease was primarily due to lower interest rates and average cash balances during the three months ended June 30, 2025, compared to the same period in 2024.

Current report

Interest expense, net was $310 million for the three months ended June 30, 2025, a $157 million, or 103%, increase from $153 million for the three months ended June 30, 2024. This increase was primarily due to higher non-capitalizable interest costs due to placing a portion of the Plaquemines Project assets in service in accordance with the accounting guidance and an increase in our outstanding debt.

Current report

Income before income tax expense was $591 million for the three months ended June 30, 2025, a $147 million, or 33%, increase from $444 million for the three months ended June 30, 2024. This increase was primarily the result of higher income from operations, partially offset by an unfavorable change in the fair value of interest rate swaps and higher interest expense, as discussed above.

Current report

Income tax expense was $116 million for the three months ended June 30, 2025, a $24 million, or 26%, increase from $92 million for the three months ended June 30, 2024, primarily driven by an increase in pre-tax income. Our effective tax rate was 19.6% for the three months ended June 30, 2025, as compared to 20.7% for the three months ended June 30, 2024. The 2025 effective tax rate was different from the statutory income tax rate due to a combination of factors including stock option windfall tax benefits and non-deductible expenses.

Current report

Net income was $475 million for the three months ended June 30, 2025, a $123 million, or 35%, increase from $352 million for the three months ended June 30, 2024. This increase was primarily the result of an increase in income before income tax expense, partially offset by higher income tax expense, as discussed above.

Current report

Net income attributable to non-controlling interests was $1 million for the three months ended June 30, 2025, a $13 million, or 93%, decrease from $14 million for the three months ended June 30, 2024. This decrease was primarily due to the allocation of earnings to the Calcasieu Holdings Class B Common Unit holders based on ownership subsequent to COD of the Calcasieu Project.

Current report

The following table shows a summary of our results of operations for the periods indicated:

Current report

Revenue was $6.0 billion for the six months ended June 30, 2025, a $3.5 billion, or 138%, increase from $2.5 billion for the six months ended June 30, 2024. This increase was primarily due to $3.3 billion from higher LNG sales volumes at the Plaquemines Project, partially offset by lower sales volumes at the Calcasieu Project, and a net increase of $119 million at Calcasieu Pass due to higher LNG sales prices prior to COD in April 2025 offset by lower LNG sales prices after COD in April 2025. All of the Calcasieu Project facility assets and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and generating revenue for the six months ended June 30, 2025, as compared to only the Calcasieu Project facility assets being in service from an accounting perspective and therefore generating revenue for the six months ended June 30, 2024.

Current report

The gross proceeds, before deducting the cost of natural gas, attributable to Test LNG sales generated prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as revenue, were $102 million for the six months ended June 30, 2025.

Current report

General and administrative expense was $208 million for the six months ended June 30, 2025, a $61 million, or 41%, increase from $147 million for the six months ended June 30, 2024. This increase was primarily due to increased personnel costs of $45 million due to an increase in compensation costs and employee headcount.

Current report

Development expense was $239 million for the six months ended June 30, 2025, a $116 million, or 33%, decrease from $355 million for the six months ended June 30, 2024. This decrease was primarily due to lower development costs of $111 million for the CP2 Project, which was deemed probable during the six months ended June 30, 2025, resulting in the capitalization of more of the costs for the project.

Current report

Depreciation and amortization was $483 million for the six months ended June 30, 2025, a $343 million, or 245%, increase from $140 million for the six months ended June 30, 2024. This increase was primarily due to placing $19.8 billion of property, plant and equipment at the Plaquemines Project in service from an accounting perspective as of June 30, 2025, compared to no Plaquemines Project assets being in service from an accounting perspective as of June 30, 2024.

Showing the first 40 of 94 passages. Open the source sections for the rest.

Removed paragraphs (18)

Previous report

Our Financial Results. Our income from operations for the three months ended March 31, 2025 was $1.1 billion, a $463 million increase from $617 million for the corresponding period in the prior year. This increase was primarily due to higher sales volumes at our Plaquemines Project LNG facility due to the commencement of LNG production in December 2024 and continued ramp up and higher weighted average prices of LNG, partially offset by higher cost of feed gas. Additionally, our net income for the three months ended March 31, 2025 was $517 million, a reduction of $181 million from $698 million for the corresponding period in the prior year primarily due to an unfavorable change in the fair value of our interest rate swaps of $566 million, partially offset by our increase in income from operations.

Previous report

Calcasieu Project. Production and sales of LNG from our initial LNG export facility remained ongoing, although not at full nameplate capacity levels, while we continued to address the remaining work related to commissioning, carryover completions, rectification, reliability testing, and other incomplete aspects of the facility. Notably, in March 2025, we completed certain outstanding performance tests of key equipment and facilities and commenced our facility-wide lenders' reliability test. On April 15, 2025, the Calcasieu Project declared COD and commenced the sale of LNG to its customers under its post-COD SPAs.

Previous report

CP2 Project. We significantly advanced the development of our third LNG export facility during the period and incurred $834 million of project costs primarily associated with equipment procurement, off-site manufacturing work, and engineering and design, $685 million of which was capitalized and $149 million was expensed. We continued to see positive change in the CP2 Project’s regulatory landscape:

Previous report

•FERC authorization. In February 2025, FERC prepared its draft supplemental EIS, and on May 9, 2025, issued its final supplemental EIS which reaffirmed that the CP2 Project emissions impacts are “not significant.” The CP2 Project awaits its final approval and notices to proceed with on-site construction from the FERC commission, both of which are expected in mid-2025.

Previous report

Revenue was $2.9 billion for the three months ended March 31, 2025, a $1.5 billion, or 105%, increase from $1.4 billion for the three months ended March 31, 2024. This increase was primarily due to $1.1 billion from higher LNG sales volumes at the Plaquemines Project, partially offset by lower volumes at the Calcasieu Project due to ongoing rectification work, and an increase of $380 million due to higher LNG sales prices. All of the Calcasieu Project facility assets and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and generating revenue for the three months ended March 31, 2025, as compared to only the Calcasieu Project facility assets being in service from an accounting perspective and therefore generating revenue for the three months ended March 31, 2024. The proceeds attributable to test LNG sales generated prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as revenue, were $38 million for the three months ended March 31, 2025.

Previous report

Development expense was $182 million for the three months ended March 31, 2025, a $1 million, or 1%, increase from $181 million for the three months ended March 31, 2024.

Previous report

Interest expense, net was $276 million for the three months ended March 31, 2025, a $90 million, or 48%, increase from $186 million for the three months ended March 31, 2024. This increase was primarily due to higher interest costs associated with increased debt outstanding at the Plaquemines Project and corporate. These increases were partially offset by lower commitment fees at the Plaquemines Project.

Previous report

Net income was $517 million for the three months ended March 31, 2025, a $181 million, or 26%, decrease from $698 million for the three months ended March 31, 2024. This decrease was primarily a result of an unfavorable change in interest rate swaps, higher cost of sales, depreciation, and operating and maintenance expense partially offset by higher revenue due to increased sales volumes and prices as discussed above.

Previous report

Net income attributable to non-controlling interests was $15 million for the three months ended March 31, 2025 and 2024.

Previous report

(1)Includes costs associated with the CP3 Project, the Delta Project, our pipeline development projects and certain corporate activities.

Previous report

For the three months ended March 31, 2025, the Calcasieu Project had income from operations of $902 million, a $8 million, or 1%, increase from $894 million for the three months ended March 31, 2024.

Previous report

•an increase in revenue of $223 million primarily due to an increase in LNG sales prices of $380 million, partially offset by a reduction in sales volume due to ongoing commissioning and remediation work of $157 million during the three months ended March 31, 2025.

Previous report

•an increase in purchases of property, plant and equipment of $468 million primarily related to:

Previous report

◦an increase in cash paid for construction of $127 million at the Plaquemines Project; and

Previous report

•a decrease in debt principal payments of $181 million primarily due to the prepayment of $184 million of the PL Holdings Credit Facility during the three months ended March 31, 2024.

Previous report

•dividend payments and distributions of $175 million in 2025 with no corresponding activity in 2024 for:
Reworded paragraphs (55)

Previous wording

The condensed consolidated financial statements and the accompanying notes thereto, included in Item 1.—Financial Statements of this Form 10-Q, and discussion and analysis of our financial condition and results of operations should be read in conjunction with our 2024 Form 10-K. In addition to historical condensed consolidated financial information, this Form 10-Q contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and in the Cautionary Statement on Forward Looking Statements on this Form 10-Q and elsewhere in Item 1A.—Risk Factors of our 2024 Form 10-K. Except for per share, per MMBtu or volumetric amounts, or as otherwise specified, dollar amounts presented within tables are stated in millions.

Current wording

The condensed consolidated financial statements and the accompanying notes thereto, included in Item 1.—Financial Statements of this Form 10-Q, and discussion and analysis of our financial condition and results of operations should be read in conjunction with our 2024 Form 10-K. In addition to historical condensed consolidated financial information, this Form 10-Q contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and in the Cautionary Statement on Forward Looking Statements on this Form 10-Q and elsewhere in Item 1A.—Risk Factors of our 2024 Form 10-K. Except for per share, per MMBtu, volumetric amounts, or as otherwise specified, dollar amounts presented within tables are stated in millions.

Previous wording

Plaquemines Project. Production and sales of LNG from the first phase of our second LNG export facility increased during the period while physical construction and the commissioning program of the project remained underway. During the period, we incurred $1.3 billion of project costs, the majority of which were capitalized, and we placed an additional $4.4 billion of assets in service in accordance with the accounting guidance.

Current wording

Plaquemines Project. Production and sales of LNG from the first phase of our second LNG export facility increased during the period while physical construction and the commissioning program of the project continued to advance. During the first half of 2025, we incurred $2.5 billion of project costs, the majority of which were capitalized, and we placed an additional $8.3 billion of assets in service in accordance with the accounting guidance.

Previous wording

•DOE non-FTA authorization. In March 2025, the CP2 Project received conditional authorization from the DOE to export natural gas to non-FTA nations.

Current wording

CP2 Project. In June 2025, we commenced site work on the first phase of our third LNG export facility, following receipt of final approval and notices to proceed with on-site construction from the FERC and conditional authorization from the DOE to export natural gas to non-FTA nations. During the first half of 2025, we incurred $2.1 billion of project costs primarily associated with equipment procurement, off-site manufacturing work, and engineering and design, of which $1.9 billion was capitalized and $171 million was expensed.

Previous wording

Our Sources of Capital. In January 2025, we completed our IPO, issuing 70 million shares of our Class A common stock at a public offering price of $25.00 per share for total net proceeds of $1.7 billion. In connection with the IPO, we effectuated a 4,520.3317-for-one forward stock split of our Class A common stock. In April 2025, VGPL closed on its inaugural bond offering, issuing $2.5 billion of aggregate senior secured notes, and concurrently settled a pro rata portion of its interest rate swaps for cash proceeds of $275 million. Net proceeds from this issuance and the swap breakage proceeds were used to prepay $2.7 billion of principal outstanding under the Plaquemines Construction Term Loan. Additionally, in May 2025, CP2 entered into the new CP2 Bridge Facilities totaling $3.0 billion. 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.

Current wording

In April 2025, VGPL closed on its inaugural bond offering, issuing $2.5 billion of aggregate senior secured notes, and concurrently settled a pro rata portion of its interest rate swaps for cash proceeds of $275 million. Net proceeds from this issuance and the swap breakage proceeds were used to prepay $2.7 billion of principal outstanding under the Plaquemines Construction Term Loan. Additionally, in July 2025, VGPL issued $4.0 billion of aggregate senior secured notes, and concurrently settled a pro rata portion of its interest rate swaps for cash proceeds of $595 million. Net proceeds from this issuance and the swap breakage proceeds were used to prepay $4.5 billion of principal outstanding under the Plaquemines Construction Term Loan.

Previous wording

General and administrative expense was $105 million for the three months ended March 31, 2025, a $33 million, or 46%, increase from $72 million for the three months ended March 31, 2024. This increase was primarily due to increased personnel costs of $23 million due to an increase in employee headcount and project milestone bonuses.

Current wording

General and administrative expense was $103 million for the three months ended June 30, 2025, a $28 million, or 37%, increase from $75 million for the three months ended June 30, 2024. This increase was primarily due to increased personnel costs of $22 million due to an increase in compensation and employee headcount.

Previous wording

Depreciation and amortization was $216 million for the three months ended March 31, 2025, a $146 million, or 209%, increase from $70 million for the three months ended March 31, 2024. This increase was primarily due to $15.8 billion of property, plant and equipment at the Plaquemines Project being in service from an accounting perspective as of March 31, 2025, compared to no Plaquemines Project assets being in service from an accounting perspective as of March 31, 2024.

Current wording

Depreciation and amortization was $267 million for the three months ended June 30, 2025, a $197 million, or 281%, increase from $70 million for the three months ended June 30, 2024. This increase was primarily attributable to placing $19.8 billion of property, plant and equipment at the Plaquemines Project in service from an accounting perspective as of June 30, 2025 compared to no Plaquemines Project assets being in service from an accounting perspective as of June 30, 2024.

Previous wording

Loss on interest rate swaps was $192 million for the three months ended March 31, 2025, a $566 million, or 151%, decrease from a gain on interest rate swaps of $374 million for the three months ended March 31, 2024. This decrease was primarily due to an unfavorable change of $540 million on the Plaquemines Project interest rate swaps, due to a decrease in the forward interest rate curves, and an unfavorable change of $26 million on the Calcasieu Project interest rate swaps, due to a decrease in the forward interest rate curves over lower notional amounts for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Current wording

Loss on interest rate swaps was $112 million for the three months ended June 30, 2025, a $288 million, or 164%, decrease from a gain of $176 million for the three months ended June 30, 2024. This decrease was primarily due to an unfavorable change of $178 million on the Plaquemines Project interest rate swaps and a loss of $100 million on the CP2 Deal Contingent Swaps, due to a decrease in the forward interest rate curves for the three months ended June 30, 2025, compared to an increase in the forward interest rate curves the three months ended June 30, 2024.

Previous wording

Loss on financing transactions was nil for the three months ended March 31, 2025, a $5 million decrease from $5 million for the three months ended March 31, 2024. This decrease was due to the write-off of debt issuance costs associated with the partial prepayment of the PL Holdings Credit Facility during the three months ended March 31, 2024, with no corresponding activity for the three months ended March 31, 2025.

Current wording

Loss on financing transactions was $63 million for the three months ended June 30, 2025, a $60 million increase from $3 million for the three months ended June 30, 2024. This increase was due to the write-off of debt issuance costs associated with the partial prepayment of the Plaquemines Construction Term Loan during the three months ended June 30, 2025, as compared to the write-off of debt issuance costs associated with the partial prepayment of the Plaquemines Equity Bridge Facility during the three months ended June 30, 2024.

Previous wording

Net income attributable to redeemable stock of subsidiary was $38 million for the three months ended March 31, 2025, a $3 million, or 9%, increase from $35 million for the three months ended March 31, 2024. This increase was due to 2025 paid-in-kind distributions on the CP Funding Redeemable Preferred Units.

Current wording

Net income attributable to redeemable stock of subsidiary was $39 million for the three months ended June 30, 2025, a $4 million, or 11%, increase from $35 million for the three months ended June 30, 2024. This increase was from paid-in-kind distributions on the Redeemable Preferred Units.

Previous wording

Net income attributable to common stockholders was $396 million for the three months ended March 31, 2025, a $252 million, or 39%, decrease from $648 million for the three months ended March 31, 2024, due to the changes discussed above.

Current wording

Net income attributable to common stockholders was $368 million for the three months ended June 30, 2025, a $65 million, or 21%, increase from $303 million for the three months ended June 30, 2024. This increase was primarily the result of the changes discussed above.

Previous wording

Cost of sales was $1.1 billion for the three months ended March 31, 2025, a $694 million, or 190%, increase from $365 million for the three months ended March 31, 2024. This increase was due to $411 million from higher LNG sales volumes at the Plaquemines Project, partially offset by lower volumes at the Calcasieu Project due to ongoing rectification work, an increase of $243 million from higher natural gas prices, and a $38 million unfavorable change in the fair value of our natural gas supply contracts. All of the Calcasieu Project facility and a portion of the Plaquemines facility assets were in service from an accounting perspective and incurring cost of sales for the three months ended March 31, 2025, as compared to only the Calcasieu Project being in service from an accounting perspective for the three months ended March 31, 2024. The costs attributable to the production of test LNG sales incurred prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as cost of sales, was $16 million for the three months ended March 31, 2025.

Current wording

Cost of sales was $2.5 billion for the six months ended June 30, 2025, a $1.8 billion, or 273%, increase from $665 million for the six months ended June 30, 2024. This increase was due to $1.3 billion from higher LNG sales volumes at the Plaquemines Project, partially offset by lower sales volumes at the Calcasieu Project. All of the Calcasieu Project facility and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and incurring cost of sales for the six months ended June 30, 2025, as compared to only the Calcasieu Project being in service from an accounting perspective for the six months ended June 30, 2024. Cost of sales further increased $429 million due to higher costs of natural gas at the Calcasieu Project, and a $115 million unfavorable change in the fair value of our natural gas supply contracts.

Previous wording

Operating and maintenance expense was $252 million for the three months ended March 31, 2025, a $143 million, or 131%, increase from $109 million for the three months ended March 31, 2024. This increase was primarily due to higher operating costs of $48 million in support of LNG production at the Plaquemines Project primarily due to an increase in non-capitalizable personnel costs, commissioning work, and operational insurance costs, $49 million in operating costs primarily for our LNG tankers with no corresponding costs in 2024, and $44 million of higher operating costs at the Calcasieu Project primarily to support ongoing commissioning and remediation work and legal costs.

Current wording

Operating and maintenance expense was $469 million for the six months ended June 30, 2025, a $234 million, or 100%, increase from $235 million for the six months ended June 30, 2024. This increase was primarily due to higher operating costs of $116 million in support of LNG production at the Plaquemines Project primarily due to an increase in non-capitalizable personnel costs, commissioning work, and operational insurance costs, $94 million in operating costs primarily for our LNG tankers with no corresponding costs in 2024, and $27 million of higher operating costs at the Calcasieu Project primarily due to higher legal costs.

Previous wording

Income from operations was $1.1 billion for the three months ended March 31, 2025, a $463 million, or 75%, increase from $617 million for the three months ended March 31, 2024. This increase was primarily a result of higher sales volumes at the Plaquemines Project and higher weighted average prices of LNG partially offset by higher cost of feed gas, depreciation, and operating and maintenance expense.

Current wording

Income from operations was $2.1 billion for the six months ended June 30, 2025, a $1.1 billion, or 116%, increase from $980 million for the six months ended June 30, 2024. This increase was primarily a result of higher sales volumes at the Plaquemines Project and net higher LNG sales prices at Calcasieu Pass due to higher LNG sales prices prior to COD in April 2025 offset by lower LNG prices after COD in April 2025, partially offset by higher cost of feed gas, depreciation expense, and operating and maintenance expense.

Previous wording

Interest income was $56 million for the three months ended March 31, 2025, a $17 million, or 23%, decrease from $73 million for the three months ended March 31, 2024. This decrease was primarily due to lower interest rates and lower average cash balances at corporate during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Current wording

Interest income was $94 million for the six months ended June 30, 2025, a $40 million, or 30%, decrease from $134 million for the six months ended June 30, 2024. This decrease was primarily due to lower interest rates and lower average cash balances at corporate during the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Previous wording

Income before income tax expense was $668 million for the three months ended March 31, 2025, a $205 million, or 23%, decrease from $873 million for the three months ended March 31, 2024. This decrease was primarily a result of an unfavorable change in interest rate swaps, partially offset by an increase in income from operations primarily resulting from higher sales volumes at the Plaquemines Project and higher weighted average prices of LNG, partially offset by higher cost of feed gas, depreciation, and operating and maintenance expense as discussed above.

Current wording

Income before income tax expense was $1.3 billion for the six months ended June 30, 2025, a $58 million, or 4%, decrease from $1.3 billion for the six months ended June 30, 2024. This decrease was primarily a result of an unfavorable change in interest rate swaps and higher interest expense, partially offset by an increase in income from operations, as discussed above.

Previous wording

Income tax expense was $151 million for the three months ended March 31, 2025, a $24 million, or 14%, decrease from $175 million for the three months ended March 31, 2024. Our effective tax rate was 22.6% for the three months ended March 31, 2025 compared to 20.0% for the three months ended March 31, 2024. The 2025 effective tax rate was impacted by non-deductible expenses, and changes in the valuation allowance against certain deferred tax assets.

Current wording

Income tax expense was $267 million for the six months ended June 30, 2025, and for the six months ended June 30, 2024. Our effective tax rate was 21.2% for the six months ended June 30, 2025 compared to 20.3% for the six months ended June 30, 2024. The 2025 effective tax rate was impacted by stock option windfall tax benefits, non-deductible expenses, and changes in the valuation allowance against certain deferred tax assets.

Previous wording

Dividends on VGLNG Series A Preferred Shares were $68 million for the three months ended March 31, 2025. This increase was due to the September 2024 issuance of the VGLNG Series A Preferred Shares and the corresponding accumulation of dividends. There was no similar activity during the three months ended March 31, 2024.

Current wording

Dividends on VGLNG Series A Preferred Shares were $135 million for the six months ended June 30, 2025. This increase was due to the September 2024 issuance of the VGLNG Series A Preferred Shares and the corresponding accumulation of dividends. There was no similar activity during the six months ended June 30, 2024.

Previous wording

We have four reportable segments, which consist of the Calcasieu Project, the Plaquemines Project, the CP2 Project, and the DS&S business. Each LNG project includes activity of both the respective liquefaction and export terminal and the associated pipeline facilities that will supply the natural gas to that export terminal. The DS&S business is engaged in the sale and delivery of LNG to our customers and includes the operating costs associated with our fleet of LNG tankers. Activities relating to certain development stage projects, overhead costs not directly associated with our reportable segments (for example, general and administrative and marketing expenses), and inter-segment eliminations are not material and therefore are included in corporate, other and eliminations. Prior to the three months ended March 31, 2025, we had three 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.

Current wording

We have four reportable segments, which consist of the Calcasieu Project, the Plaquemines Project, the CP2 Project, and the DS&S business. Each LNG project includes activity of both the respective liquefaction and export terminal and the associated pipeline facilities that will supply the natural gas to that export terminal. The DS&S business is engaged in the sale and delivery of LNG to our customers and includes the operating costs associated with our fleet of LNG tankers. Activities reported in corporate, other and eliminations include immaterial operating segments, overhead costs not directly associated with our reportable segments (for example, general and administrative and marketing expenses), and inter-segment eliminations. Prior period presentations have been recast to conform to the current segment reporting structure to separately disclose our DS&S business that is now quantitatively material.

Previous wording

•an increase in operating and maintenance expense of $44 million, primarily due to higher operating costs to support ongoing commissioning and remediation work, and legal costs.

Current wording

•a decrease in operating and maintenance expense of $17 million primarily due to lower operating costs to support commissioning and remediation work prior to COD, partially offset by higher legal costs.

Previous wording

For the three months ended March 31, 2025, the Plaquemines Project had income from operations of $415 million, a $471 million increase from a loss from operations of $56 million for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, the Plaquemines Project had income from operations of $921 million, a $971 million increase from a loss of $50 million for the three months ended June 30, 2024.

Previous wording

•an increase in revenue of $1.2 billion due to the sale of LNG produced by the Plaquemines Project compared to no revenue for the corresponding period in 2024.

Current wording

•an increase in revenue of $2.1 billion due to the sale of LNG produced by the Plaquemines Project compared to no revenue for the corresponding period in 2024.

Previous wording

•an increase in cost of sales of $540 million, due to the sale of LNG produced by the Plaquemines Project compared to no cost of sales for the comparative period in 2024;

Current wording

•an increase in cost of sales of $886 million, due to the sale of LNG produced by the Plaquemines Project, compared to no cost of sales for the comparative period in 2024;

Previous wording

•an increase in operating and maintenance expense of $48 million primarily due to higher operating costs in support of LNG production including higher non-capitalizable personnel costs, commissioning work, and operational insurance costs.

Current wording

•an increase in operating and maintenance expense of $69 million primarily due to higher operating costs in support of LNG production including higher non-capitalizable personnel costs, commissioning work, and operational insurance costs.

Previous wording

For the three months ended March 31, 2025, DS&S had income from operations of $32 million, a $37 million increase from a loss from operations of $5 million for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, DS&S had income from operations of $64 million, a $70 million increase from a loss from operations of $6 million for the three months ended June 30, 2024.

Previous wording

•cost of sales of $392 million, primarily due to the cost of delivered LNG purchased from our Plaquemines Project and Calcasieu Project by DS&S with no corresponding cost of sales in 2024; and

Current wording

•cost of sales of $368 million, primarily due to the cost of LNG purchased from our LNG facilities and delivered by DS&S with no corresponding cost of sales in 2024; and

Previous wording

•operating and maintenance expense of $49 million, primarily due to operating costs for our LNG tankers with no corresponding costs in 2024.

Current wording

•operating and maintenance expense of $44 million, primarily due to operating costs for our LNG tankers with no corresponding costs in 2024.

Previous wording

For the three months ended March 31, 2025, corporate, other and eliminations had a loss from operations of $106 million, a $42 million, or 66%, increase from $64 million for the three months ended March 31, 2024.

Current wording

For the three months ended June 30, 2025, corporate, other and eliminations had a loss from operations of $102 million, a $27 million, or 36%, increase from $75 million for the three months ended June 30, 2024.

Previous wording

•an increase in corporate loss from operations of $26 million primarily due to higher general and administrative expenses for increased personnel costs associated with an increase in employee headcount; and

Current wording

•an increase in corporate loss from operations of $11 million primarily due to higher general and administrative expenses for increased personnel costs associated with an increase in compensation and employee headcount; and

Previous wording

•an increase in inter-segment eliminations of $19 million, which includes intercompany DS&S sales of LNG purchased from the Calcasieu Project and the Plaquemines Project.

Current wording

•an increase in inter-segment eliminations of $16 million, which includes intercompany purchases and sales of LNG between DS&S and our LNG facilities.

Previous wording

•an increase in cost of sales of $171 million due to an increase in the average cost of natural gas of $200 million, partially offset by a reduction in LNG sales volumes of $38 million; and

Current wording

•an increase in cost of sales of $464 million due to an increase in the average cost of natural gas of $429 million, partially offset by a reduction in LNG sales volumes of $17 million; and

Previous wording

•an increase in depreciation and amortization expense of $131 million from placing $15.8 billion of the facility's assets in service from an accounting perspective in December 2024 and the first quarter of 2025; and

Current wording

•an increase in depreciation and amortization expense of $307 million from placing a portion, or $19.8 billion, of the facility's assets in service from an accounting perspective as of June 30, 2025; and

Previous wording

For the three months ended March 31, 2025, the CP2 Project had a loss from operations of $163 million, an $11 million, or 7%, increase from $152 million for the three months ended March 31, 2024. This increase was primarily driven by an increase in general and administrative expense of $9 million due to higher milestone bonuses and the cost of other administrative services.

Current wording

For the six months ended June 30, 2025, the CP2 Project had a loss from operations of $191 million, a $99 million, or 34%, decrease from $290 million for the six months ended June 30, 2024. This decrease was primarily due to lower engineering and development costs of $119 million as a result of the CP2 Project being declared probable in the first half of 2025, partially offset by an increase in general and administrative expense of $13 million due to higher milestone bonuses.

Previous wording

•revenue of $481 million generated from the sale of delivered LNG produced by our Plaquemines Project and our Calcasieu Project by DS&S with no corresponding revenue in 2024.

Current wording

•revenue of $969 million generated from the sale of LNG produced by our LNG facilities and delivered by DS&S with no corresponding revenue in 2024.

Previous wording

We have been generating proceeds from the sale of LNG at the Calcasieu Project since the first quarter of 2022 and at the Plaquemines Project since January 2025. We may incur significant costs as we continue to develop our existing and other potential natural gas liquefaction and export projects, pipeline infrastructure projects, and other complementary gas transportation projects and activities.

Current wording

We have been generating proceeds from the sale of LNG since the first quarter of 2022. We may incur significant costs as we continue to develop our existing and other potential natural gas liquefaction and export projects, pipeline infrastructure projects, and other complementary gas transportation projects and activities.

Previous wording

On April 15, 2025, the Calcasieu Project declared COD. 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 Calcasieu Pass's operating costs, including debt service requirements, during this 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. For the risk factors related to our business, see Item 1.—Business and Item 1A.— Risk Factors on our 2024 Form 10-K.

Current wording

On April 15, 2025, the Calcasieu Project declared COD. 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 are permitted from Calcasieu Funding to VGLNG until all 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 Calcasieu Pass's operating costs, including debt service requirements, during this period. As of June 30, 2025, the CP Funding Redeemable Preferred Units had a redemption value of $1.6 billion of which $706 million was related to accrued distributions. For the risk factors related to our business, see Item 1.—Business and Item 1A.— Risk Factors on our 2024 Form 10-K.

Previous wording

We commence production at our LNG projects on a sequential basis, with each liquefaction train being brought online as it is commissioned. During the three months ended March 31, 2025, the Calcasieu Project and the Plaquemines Project generated $852 million and $564 million of cash flow from operations, respectively.

Current wording

We commence production at our LNG projects on a sequential basis, with each liquefaction train being brought online as it is commissioned. During the six months ended June 30, 2025, the Calcasieu Project and the Plaquemines Project generated $905 million and $2.1 billion of cash flow from operations, respectively.

Previous wording

Net cash from operating activities for the three months ended March 31, 2025 was $1.1 billion, a $476 million, or 75%, increase from $638 million for the three months ended March 31, 2024. The net increase in cash inflows was primarily due to:

Current wording

Net cash from operating activities for the six months ended June 30, 2025 was $2.6 billion, a $1.4 billion, or 115%, increase from $1.2 billion for the six months ended June 30, 2024.

Previous wording

•an increase of $1.2 billion of cash received for the sale of LNG.

Current wording

•an increase of $3.1 billion of cash received for the sale of LNG; and

Previous wording

This increase in net cash inflows from operating activities was partially offset by:

Current wording

These increases in net cash inflows from operating activities were partially offset by:

Previous wording

•an increase of $301 million of cash paid for costs of sales, primarily for the purchase of natural gas;

Current wording

•an increase of $1.4 billion of cash paid for costs of sales, primarily for the purchase of natural gas;

Showing the first 40 of 55 pairs. Open the source sections for the rest.

Rearranged current paragraphs (24)

Current report — wording carried from elsewhere

Our Sources of Capital. In January 2025, we completed our IPO, issuing 70 million shares of our Class A common stock at a public offering price of $25.00 per share for total net proceeds of $1.7 billion. In connection with the IPO, we effectuated a 4,520.3317-for-one forward stock split of our Class A common stock.

Current report — wording carried from elsewhere

In May 2025, CP2 entered into the CP2 Bridge Facilities totaling $3.0 billion. 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.

Current report — wording carried from elsewhere

The costs attributable to the production of test LNG sales, including the cost of natural gas, incurred prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as cost of sales, was $34 million for the three months ended June 30, 2025.

Current report — wording carried from elsewhere

Dividends on VGLNG Series A Preferred Shares were $67 million for the three months ended June 30, 2025. This increase was due to the September 2024 issuance of the VGLNG Series A Preferred Shares and the corresponding accumulated but undeclared dividends. There was no similar activity for the three months ended June 30, 2024.

Current report — wording carried from elsewhere

The costs attributable to the production of Test LNG sales, including the cost of natural gas, incurred prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as cost of sales, was $50 million for the six months ended June 30, 2025.

Current report — wording carried from elsewhere

Gain (Loss) on Interest Rate Swaps

Current report — wording carried from elsewhere

Loss on interest rate swaps was $304 million for the six months ended June 30, 2025, a $854 million, or 155%, decrease from a gain on interest rate swaps of $550 million for the six months ended June 30, 2024. This decrease was primarily due to an unfavorable change of $719 million on the Plaquemines Project interest rate swaps, due to a decrease in the forward interest rate curves, a loss of $100 million on the CP2 Deal Contingent Swaps, due to a decrease in the forward interest rate curves, and an unfavorable change of $34 million on the Calcasieu Project interest rate swaps due to a decrease in the forward interest rate curves over lower notional amounts for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Current report — wording carried from elsewhere

Loss on financing transactions was $63 million for the six months ended June 30, 2025, a $55 million increase from $8 million for the six months ended June 30, 2024. This increase was due to the write-off of debt issuance costs associated with the partial prepayment of the Plaquemines Construction Term Loan during the six months ended June 30, 2025, as compared to the write-off of debt issuance costs associated with the partial prepayment of the Plaquemines Equity Bridge Facility during the six months ended June 30, 2024.

Current report — wording carried from elsewhere

Net Income Attributable to Redeemable Stock of Subsidiary

Current report — wording carried from elsewhere

Net Income Attributable to Non-controlling Interests

Current report — wording carried from elsewhere

Dividends on VGLNG Series A Preferred Shares

Current report — wording carried from elsewhere

Net Income Attributable to Common Stockholders

Current report — wording carried from elsewhere

This decrease was primarily due to:

Current report — wording carried from elsewhere

•an increase in depreciation and amortization of $176 million from placing a portion, or $19.8 billion, of the facility's assets in service from an accounting perspective as of June 30, 2025; and

Current report — wording carried from elsewhere

The following table shows a summary of our segment income (loss) from operations for the periods indicated:

Current report — wording carried from elsewhere

This decrease was primarily due to:

Current report — wording carried from elsewhere

•an increase in revenue of $3.3 billion due to the sale of LNG produced by the Plaquemines Project compared to no revenue for the corresponding period in 2024.

Current report — wording carried from elsewhere

•an increase in cost of sales of $1.4 billion, due to the sale of LNG produced by the Plaquemines Project compared to no cost of sales for the comparative period in 2024;

Current report — wording carried from elsewhere

•cost of sales of $761 million, primarily due to the cost of LNG purchased from our LNG facilities and delivered by DS&S with no corresponding cost of sales in 2024; and

Current report — wording carried from elsewhere

•operating and maintenance expense of $94 million, primarily due to operating costs for our LNG tankers with no corresponding costs in 2024.

Current report — wording carried from elsewhere

•an increase in corporate loss from operations of $35 million primarily due to higher general and administrative expenses for increased personnel costs associated with an increase in compensation and employee headcount; and

Current report — wording carried from elsewhere

The net increase in cash inflows was primarily due to:

Current report — wording carried from elsewhere

The net decrease in cash outflows was primarily due to:

Current report — wording carried from elsewhere

The net decrease in cash inflows was primarily due to:
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The following table shows a summary of our condensed consolidated results of operations for the periods indicated: