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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$12.00+1.7%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share information)

June 30,2025December 31,2024
ASSETS
Current assets
Cash and cash equivalents$2,247$3,608
Restricted cash76169
Accounts receivable673364
Inventory, net184171
Derivative assets102154
Prepaid expenses and other current assets69693
Total current assets3,9784,559
Property, plant and equipment, net39,98334,675
Right-of-use assets569602
Noncurrent restricted cash599837
Deferred financing costs146384
Noncurrent derivative assets5101,482
Equity method investments173327
Other noncurrent assets553625
TOTAL ASSETS$46,511$43,491
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$601$1,536
Accrued and other liabilities2,0591,816
Current portion of long-term debt197190
Total current liabilities2,8573,542
Long-term debt, net29,77429,086
Noncurrent operating lease liabilities514536
Deferred tax liabilities, net1,9201,637
Other noncurrent liabilities1,035794
Total liabilities36,10035,595
Contingencies (Note 13)
Redeemable stock of subsidiary1,6061,529
Equity
Venture Global, Inc. stockholders' equity
Class A common stock, par value $0.01 per share (456 million and 2,350 million shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)423
Class B common stock, par value $0.01 per share (1,969 million and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)20—
Additional paid in capital2,180512
Retained earnings3,3072,611
Accumulated other comprehensive loss(242)(249)
Total Venture Global, Inc. stockholders' equity5,2692,897
Non-controlling interests3,5363,470
Total equity8,8056,367
TOTAL LIABILITIES AND EQUITY$46,511$43,491

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share information)

Three months endedJune 30,Six months endedJune 30,
2025202420252024
REVENUE$3,101$1,108$5,995$2,522
OPERATING EXPENSE
Cost of sales (exclusive of depreciation and amortization shown separately below)1,4193002,478665
Operating and maintenance expense217126469235
General and administrative expense10375208147
Development expense57174239355
Depreciation and amortization26770483140
Total operating expense2,0637453,8771,542
INCOME FROM OPERATIONS1,0383632,118980
OTHER INCOME (EXPENSE)
Interest income386194134
Interest expense, net(310)(153)(586)(339)
Gain (loss) on interest rate swaps(112)176(304)550
Loss on financing transactions(63)(3)(63)(8)
Total other income (expense)(447)81(859)337
INCOME BEFORE INCOME TAX EXPENSE5914441,2591,317
Income tax expense11692267267
NET INCOME4753529921,050
Less: Net income attributable to redeemable stock of subsidiary39357770
Less: Net income attributable to non-controlling interests1141629
Less: Dividends on VGLNG Series A Preferred Shares67—135—
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$368$303$764$951
BASIC EARNINGS PER SHARE
Net income attributable to common stockholders per share—basic$0.15$0.13$0.32$0.40
Weighted average number of shares of common stock outstanding—basic(a)2,4232,3502,4112,350
DILUTED EARNINGS PER SHARE
Net income attributable to common stockholders per share—diluted$0.14$0.12$0.29$0.37
Weighted average number of shares of common stock outstanding—diluted(a)2,6352,5762,6392,579

(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

Three months endedJune 30,Six months endedJune 30,
2025202420252024
NET INCOME$475$352$992$1,050
Other comprehensive income
Cash flow hedges, net
Reclassification to earnings, net of income tax expense of $1, $0, $2 and $1, respectively3366
COMPREHENSIVE INCOME4783559981,056
Less: Comprehensive income attributable to redeemable stock of subsidiary39357770
Less: Comprehensive income attributable to non-controlling interests—141529
Less: Dividends on VGLNG Series A Preferred Shares67—135—
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$372$306$771$957

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Stockholders' equity
Common stock · Additional paid in capital · Retained earnings · Accumulated other comprehensive loss · Total stockholders' equity · Non-controlling interests
Class A · Class B
Shares · Par value · Shares · Par value
BALANCE AT DECEMBER 31, 20242,350$23—$—$512$2,611$(249)$2,897$3,470
Net income—————396—39683
Stock-based compensation————(17)——(17)—
Subsidiary dividends and distributions—————(68)—(68)(82)
Other comprehensive income——————33—
Conversion of Class A common stock to Class B common stock(1,969)(20)1,96920—————
Issuance of Class A common stock, net701——1,669——1,670—
BALANCE AT MARCH 31, 2025451$41,969$20$2,164$2,939$(246)$4,881$3,471
Net income—————368—36868
Stock-based compensation5———16——16—
Subsidiary distributions————————(2)
Other comprehensive income (loss)——————44(1)
BALANCE AT JUNE 30, 2025456$41,969$20$2,180$3,307$(242)$5,269$3,536
Stockholders' equity
Common stock · Additional paid in capital · Retained earnings · Accumulated other comprehensive loss · Total stockholders' equity · Non-controlling interests
Class A · Class B
Shares · Par value · Shares · Par value
BALANCE AT DECEMBER 31, 20232,350$23—$—$519$1,228$(260)$1,510$575
Net income—————648—64815
Stock-based compensation————(13)——(13)—
Subsidiary distributions————————(15)
Other comprehensive income——————33—
BALANCE AT MARCH 31, 20242,350$23—$—$506$1,876$(257)$2,148$575
Net income—————303—30314
Stock-based compensation————(4)——(4)—
Subsidiary distributions————————(14)
Other comprehensive income——————33—
BALANCE AT JUNE 30, 20242,350$23—$—$502$2,179$(254)$2,450$575

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months endedJune 30,
20252024
OPERATING ACTIVITIES
Net income$992$1,050
Adjustments to reconcile net income to net cash from operating activities:
(Gain) loss on derivatives, net419(550)
Cash from settlement of derivatives, net367101
Loss on financing transactions638
Deferred taxes264265
Non-cash interest expense8135
Depreciation and amortization483140
Stock-based compensation2313
Changes in operating assets and liabilities:
Accounts receivable(320)61
Inventory(15)(47)
Prepaid expenses and other current assets(32)29
Accounts payable and accrued liabilities28075
Other, net(33)16
Net cash from operating activities2,5721,196
INVESTING ACTIVITIES
Purchases of property, plant and equipment(6,446)(6,255)
Other investing activities42(331)
Net cash used by investing activities(6,404)(6,586)
FINANCING ACTIVITIES
Proceeds from issuance of debt2,500—
Issuance of Class A common stock1,750—
Proceeds from project credit facilities1,2684,680
Repayment of debt(2,815)(445)
Payments of dividends and distributions(247)(29)
Payments of financing and issuance costs(232)—
Other financing activities(84)(228)
Net cash from financing activities2,1403,978
Net decrease in cash, cash equivalents and restricted cash(1,692)(1,412)
Cash, cash equivalents and restricted cash at beginning of period4,6145,872
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD$2,922$4,460

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 LNG 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:

June 30,2025December 31,2024
Current restricted cash
Debt service reserves$69$141
Other728
Total current restricted cash$76$169
Noncurrent restricted cash
Construction reserves$373$611
Debt service reserves226226
Total noncurrent restricted cash$599$837

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:

June 30,2025December 31,2024
Cash and cash equivalents$2,247$3,608
Current restricted cash76169
Noncurrent restricted cash599837
Cash, cash equivalents, and restricted cash per the condensed consolidated statements of cash flows$2,922$4,614

Note 3 –Revenue from Contracts with Customers

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

Three months endedJune 30,Six months endedJune 30,
2025202420252024
LNG revenue$3,080$1,102$5,960$2,510
Other revenue2163512
Total revenue$3,101$1,108$5,995$2,522

LNG produced prior to the relevant project or phase thereof reaching COD is sold under short-term LNG Commissioning 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.

On April 15, 2025, the Calcasieu Project declared COD and commenced the sale of LNG to its customers under its post-COD SPAs. Under the post-COD SPAs, customers purchase LNG for a price consisting of a fixed facility fee plus a variable commodity fee per MMBtu of LNG. The Calcasieu Project SPAs are delivered on a FOB basis, which means that the title to the LNG will transfer at the time our customers take delivery at our facility.

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):

June 30, 2025
Unsatisfied transaction price(a)Weighted average recognition timing (in years)
LNG revenue$197.919.5 years

(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 2029 for the first phase of the CP2 Project, 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:

June 30,2025December 31,2024
Spare parts and materials$123$89
LNG1836
LNG in-transit3136
Other1210
Total inventory$184$171

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):

Estimated useful lifeJune 30,2025December 31,2024
Terminal and interconnected pipeline facilities7-35$27,400$18,698
Construction in progressN/A8,14010,773
Advanced equipment and construction paymentsN/A4,1354,733
LNG tankers25945630
Other(a)2-35639633
Total property, plant and equipment at cost41,25935,467
Accumulated depreciation(1,276)(792)
Total property, plant and equipment, net$39,983$34,675

(a) Includes land, which does not depreciate, buildings, and finance lease assets. See Note 6 – Leasesfor further discussion.

During the six months ended June 30, 2025, management determined the CP2 Project was probable of construction and completion. Subsequent costs associated with the development and construction of the terminal and associated pipeline, including capitalizable interest, have been capitalized as construction in progress or advanced equipment payments.

In May 2025, the Company acquired the remaining equity ownership interest in Kagami 1. The purchase of Kagami 1 was recognized prospectively as an asset acquisition of the LNG tanker, Venture Acadia. See Note 7 – Equity Method Investmentsfor further discussion.

During the six months ended June 30, 2025, the Company recognized $51 million of net proceeds, after deducting the cost of natural gas, from Test LNG sales as a reduction to the cost basis of the Plaquemines Project LNG terminal.

As of June 30, 2025, $19.8 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:

Three months endedJune 30,Six months endedJune 30,
2025202420252024
Depreciation expense$263$68$477$137

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:

Line itemJune 30,2025December 31,2024
Right-of-use assets—operatingRight-of-use assets$569$602
Right-of-use assets—financeProperty, plant and equipment, net284279
Total right-of-use assets$853$881
Current operating lease liabilitiesAccrued and other liabilities$67$81
Current finance lease liabilitiesAccrued and other liabilities1010
Noncurrent operating lease liabilitiesNoncurrent operating lease liabilities514536
Noncurrent finance lease liabilitiesOther noncurrent liabilities250248
Total lease liabilities$841$875

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

Line item(a) · Three months endedJune 30, · Six months endedJune 30,
2025 · 2024 · 2025 · 2024
Operating lease costVarious$28$23$61$41
Finance lease costVarious1081912
Total lease cost$38$31$80$53

(a)Presented in various line items consistent with the nature of the lease.

Note 7 –Equity Method Investments

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

June 30, 2025 · December 31, 2024
Equity method investmentOwnership interestCarrying value(a)Ownership interestCarrying value
Kagami 239%17339%163
Kagami 1100%—39%164
Total$173$327

(a)Excludes the carrying value of entities that are consolidated as of June 30, 2025. See Note 5 – Property, Plant and Equipmentfor further discussion.

Kagami Companies

In 2023, the Company began acquiring equity interests in Kagami 1 and Kagami 2. The Kagami Companies will each purchaseone LNG tanker. The equity method investments are held by the DS&S reportable segment.

In May 2025, the Company completed the acquisition of the full equity ownership interest in Kagami 1 through a series of transactions for a total purchase price of $270 million. Prior to the acquisition, Kagami 1 was a VIE in which the Company was not the primary beneficiary since it lacked the power to make significant decisions. See Note 5 – Property, Plant and Equipmentfor further discussion.

In July 2025, the Company acquired the remaining equity ownership interest in Kagami 2 upon the delivery of the LNG tanker, the satisfaction of other conditions precedent, and the payment of the final installment of $125 million. As of June 30, 2025, Kagami 2 was a VIE in which the Company was not the primary beneficiary since it lacked the power to make significant decisions. See Note 21 – Subsequent Eventsfor further discussion.

Note 8 –Accrued and Other Liabilities

Components of accrued and other liabilities included:

June 30,2025December 31,2024
Accrued construction and equipment costs$767$620
Accrued interest398361
Accrued natural gas purchases458267
Accrued compensation188191
Accrued dividends and distributions—95
Other248282
Total accrued and other liabilities$2,059$1,816

Note 9 –Debt

The following table summarizes outstanding debt:

MaturityInterest rateJune 30,2025December 31,2024
Fixed rate:
VGLNG Senior Secured Notes
VGLNG 2028 NotesJune 1, 20288.125%$2,250$2,250
VGLNG 2029 Notes(a)February 1, 20299.500%3,0003,000
VGLNG 2030 NotesJanuary 15, 20307.000%1,5001,500
VGLNG 2031 NotesJune 1, 20318.375%2,2502,250
VGLNG 2032 Notes(b)February 1, 20329.875%2,0002,000
VGCP Senior Secured Notes
VGCP 2029 NotesAugust 15, 20293.875%1,2501,250
VGCP 2030 NotesJanuary 15, 20306.250%1,0001,000
VGCP 2031 NotesAugust 15, 20314.125%1,2501,250
VGCP 2033 NotesNovember 1, 20333.875%1,2501,250
VGPL Senior Secured Notes
VGPL 2033 NotesMay 1, 20337.500%1,250—
VGPL 2035 NotesMay 1, 20357.750%1,250—
Other fixed rate debt(c)September 5, 20297.600%8484
Variable rate:
Calcasieu Pass Construction Term Loan903997
Plaquemines Construction Term Loan10,22712,635
Plaquemines Working Capital Facility15485
CP2 Bridge Facilities(d)885—
Total outstanding debt30,50329,551
Less: Unamortized debt discount, premium and issuance costs(532)(275)
Total outstanding debt, net29,97129,276
Less: Current portion of long-term debt(197)(190)
Total long-term debt, net$29,774$29,086

(a)Issued at 100.167% of par.

(b)Issued at 99.661% of par.

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

(d)Refer to the credit facility discussion below for further information.

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.

VGPL Senior Secured Notes

In April 2025, VGPL issued $2.5 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 7.500% senior secured notes due 2033 in an aggregate principal amount of $1.25 billion (the "VGPL 2033 Notes") and (ii) a series of 7.750% senior secured notes due 2035 in an aggregate amount of $1.25 billion ("the VGPL 2035 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 2033 Notes, the VGPL 2035 Notes, and swap breakage proceeds were used to prepay $2.7 billion outstanding under the Plaquemines Construction Term Loan and to pay costs incurred with the offering. The prepayment was accounted for as a partial extinguishment resulting in a $63 million loss on financing transactions during the six months ended June 30, 2025. See Note 10 – Derivatives for further discussion.

In July 2025, VGPL issued $4.0 billion aggregate principal amount of senior secured notes, which were issued in two series: (i) a series of 6.500% senior secured notes due 2034 in an aggregate principal amount of $2.0 billion (the “VGPL 2034 Notes”) and (ii) a series of 6.750% senior secured notes due 2036 in an aggregate principal amount of $2.0 billion (the “VGPL 2036 Notes”). In connection with the issuance, VGPL settled an additional pro rata portion of its interest rate swaps that hedged the variable interest on the Plaquemines Credit Facilities for cash proceeds of $595 million. The net proceeds from the issuance of the VGPL 2034 Notes, the VGPL 2036 Notes, and swap breakage proceeds were used to prepay $4.5 billion outstanding under the Plaquemines Construction Term Loan and to pay costs incurred with the offering. See Note 21 – Subsequent Eventsfor further discussion.

The obligations of VGPL under the VGPL Senior Secured Notes are guaranteed by Gator Express and secured on a pari passu basis by a first-priority security interest in the assets that secure the Plaquemines Credit Facilities. VGPL may redeem all or part of the VGPL 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 June 30, 2025:

Calcasieu Pass Credit Facilities(a) · Plaquemines Credit Facilities(b)
Calcasieu Pass Construction Term LoanCalcasieu Pass Working Capital FacilityPlaquemines Construction Term LoanPlaquemines Working Capital FacilityCP2 Bridge Facilities(c)
Original facility size$5,477$300$8,459$1,100$3,000
Incremental commitments—2554,4891,000—
Less:
Outstanding balances903—10,227154885
Commitments prepaid or terminated4,574—2,721——
Letters of credit issued—334—1,366—
Available commitments$—$221$—$580$2,115
Priority rankingSenior securedSenior securedSenior securedSenior securedSenior secured
Maturity dateAugust 19, 2026August 19, 2026May 25, 2029May 25, 2029May 1, 2028

(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.

(c)The obligations of CP2 as the borrower are guaranteed by CP2 Procurement and CP Express and secured by a first-priority lien on substantially all of the assets of CP2, CP2 Procurement and CP Express, as well as all of the membership interests in those companies.

CP2 Bridge Facilities

In May 2025, CP2 as borrower, and CP2 Procurement and CP Express as guarantors, entered into the $3.0 billion CP2 Bridge Facilities, consisting of a $2.8 billion delayed draw bridge loan facility (the "CP2 Bridge Loan Facility") and a $175 million interest reserve facility (the "CP2 Interest Reserve Facility"). Borrowings under the CP2 Bridge Facilities bear interest at a set margin rate over the debt term, plus, at the Company's election, either a SOFR or base rate. The set margin rate for SOFR-based loans is 3.500% and the set margin rate for base rate loans is 2.500%. The Company also incurs commitment fees of 35% of the set margin rate on the undrawn available commitments of the CP2 Bridge Facilities.

The CP2 Bridge Facilities are subject to mandatory prepayment provisions without premium or penalty, including provisions which would require prepayment with the proceeds of additional indebtedness or prepayment upon receipt of certain proceeds by the Company's subsidiaries. The CP2 Bridge Loan Facilities can be voluntarily prepaid at any time without premium or penalty.

FID for the first phase of the CP2 Project

In July 2025, the first phase of the CP2 Project achieved FID and the Company obtained $15.1 billion in project financing to fund the development and construction of the first phase of the CP2 Project. CP2 Holdings entered into $3.0 billion aggregate secured credit facilities, consisting of a $2.8 billion secured equity bridge credit facility (the “CP2 Equity Bridge Facility”) and a $191 million three-year secured interest reserve credit facility (the “CP2 Interest Reserve Facility”, and together with the CP2 Equity Bridge Facility, the "CP2 EBL Facilities"), due July 2028. CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into $12.1 billion aggregate senior secured credit facilities, consisting of a $11.25 billion senior secured construction term loan facility (the “CP2 Construction Term Loan”) and an $850 million senior secured working capital facility (the “CP2 Working Capital Facility”, and together with the CP2 Construction Term Loan, the “CP2 Project Facilities”) due July 2032. A portion of the proceeds from the project financing was 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. See Note 21 – Subsequent Eventsfor further discussion.

Interest expense on debt

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

Three months endedJune 30,Six months endedJune 30,
2025202420252024
Stated interest$542$457$1,068$872
Amortization of debt discounts, premiums and issuance costs38367072
Other interest and fees18182940
Total interest cost5985111,167984
Capitalized interest(288)(358)(581)(645)
Total interest expense, net$310$153$586$339

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 and the anticipated additional project financing for the CP2 Project. None of the Company's interest rate swaps was designated as cash flow hedges as of June 30, 2025 or December 31, 2024.

During the six months ended June 30, 2025, the Company, through its wholly owned subsidiary CP2, entered into deal contingent interest rate swaps to hedge changes in interest rates for a portion of the anticipated project financing of the CP2 Project (the "CP2 Deal Contingent Swaps"). The CP2 Deal Contingent Swaps have fixed rates that will increase based on the date of closing of the full project financing for the CP2 Project. The CP2 Deal Contingent Swaps have a maximum notional of $3.8 billion, none of which is currently outstanding, are indexed to the compounding SOFR, and contain maturity dates through 2049. See Note 11 – Fair Value Measurementsfor further discussion. In July 2025, the Company executed the required debt financing for the first phase of the CP2 Project, making the CP2 Deal Contingent Swaps fully effective. See Note 21 – Subsequent Events for further discussion.

During the six months ended June 30, 2025, the Company settled a pro rata portion of the interest rate swaps associated with the Plaquemines Credit Facilities and received $275 million of cash proceeds and recognized $475 million of proceeds receivable within prepaid expenses and other current assets as of June 30, 2025. See Note 9 – Debtfor further discussion.

In July 2025, the Company settled an additional pro rata portion of the interest rate swaps associated with the Plaquemines Credit Facilities and received $120 million of cash proceeds. See Note 21 – Subsequent Eventsfor further discussion.

The following table summarizes outstanding interest rate swaps:

Outstanding notional
Debt instrumentLatest maturityReceivevariable ratePayfixed rate(c)Maximum notionalJune 30,2025December 31,2024
Plaquemines Credit Facilities2046(a)Compounding SOFR2.47%$5,870$5,348$8,089
Calcasieu Pass Credit Facilities2036(b)Compounding SOFR2.55%877877969
Total notional$6,747$6,225$9,058

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

(b)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at fair value 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 was designated as NPNS as of June 30, 2025.

None of the Company's natural gas supply contracts was designated as hedges as of June 30, 2025 or December 31, 2024.

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

June 30, 2025December 31, 2024
Natural gas supply contractsTotal notionalLatest maturityTotal notionalLatest maturity
Natural gas3,37820392,0482031

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

Balance sheet locationJune 30,2025December 31,2024
Assets
Interest rate swapsDerivative assets$81$150
Natural gas supply contractsDerivative assets214
Interest rate swapsNoncurrent derivative assets4971,459
Natural gas supply contractsNoncurrent derivative assets1323
Total assets$612$1,636
Liabilities
Interest rate swapsAccrued and other liabilities$3$1
Natural gas supply contractsAccrued and other liabilities3512
Interest rate swapsOther noncurrent liabilities1012
Natural gas supply contractsOther noncurrent liabilities11212
Total liabilities$251$27

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

Three months endedJune 30, · Six months endedJune 30,
Line item2025202420252024
Natural gas supply contractsCost of sales$77$—$115$—
Interest rate swapsGain (loss) on interest rate swaps(112)176(304)550

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

June 30, 2025December 31, 2024
Gross balanceBalance subject to nettingNet balanceGross balanceBalance subject to nettingNet balance
Derivative assets$615$(3)$612$1,648$(12)$1,636
Derivative liabilities(254)3(251)(39)12(27)

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 June 30, 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 $104 million as of June 30, 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 June 30, 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 not yet commenced. The aggregate fair value of the Company's natural gas supply contracts with credit-risk related contingent features in a net liability position was $68 million as of June 30, 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:

June 30, 2025December 31, 2024
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Money market funds(a)$1,240$—$—$1,240$1,373$—$—$1,373
Interest rate swaps(b)—578—578—1,609—1,609
Natural gas supply contracts(b)—23537——3939
Total$1,240$580$35$1,855$1,373$1,609$39$3,021
Liabilities
Interest rate swaps(c)$—$104$—$104$—$3$—$3
Natural gas supply contracts(c)—13137150—33336
Total$—$117$137$254$—$6$33$39

(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 associated with the Calcasieu Pass Credit Facilities, the Plaquemines Credit Facilities, and the CP2 Deal Contingent 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 natural gas supply contracts, which can result in a significantly higher or lower estimated fair value. See Note 10 – Derivativesfor further discussion.

The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of June 30, 2025 (natural gas price amounts in dollars):

Valuation approachSignificant unobservable inputRange of significant unobservable inputArithmetic average of significant unobservable input
Discounted cash flowForward natural gas price per MMBtu$1.79 to $5.01$3.52
Option pricing modelVolatility26.7% to 62.4%31.5%

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 for the three and six months ended June 30, 2025. There were no derivative instruments measured at fair value using Level 3 inputs for the three and six months ended June 30, 2024.

Natural gas supply contracts
Beginning balance as of April 1, 2025$(28)
Total realized and unrealized loss included in earnings(131)
Settlements57
Ending balance as of June 30, 2025$(102)
Unrealized loss included in earnings$(74)
Natural gas supply contracts
Beginning balance as of January 1, 2025$6
Total realized and unrealized loss included in earnings(141)
Settlements33
Ending balance as of June 30, 2025$(102)
Unrealized loss included in earnings$(108)

Other financial instruments

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

LevelJune 30,2025December 31,2024
Fixed rate debt1$16,078$16,085
Variable and other fixed rate debt(a)212,25313,801

(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 19.6% and 21.2% for the three and six months ended June 30, 2025, and was different from the statutory income tax rate due to a combination of factors including stock option windfall tax benefits, 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 20.7% and 20.3% for the three and six months ended June 30, 2024, and was different from the statutory income tax rate due to a combination of factors including guaranteed payments to non-controlling interests and non-deductible expenses.

As of June 30, 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 June 30, 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:

June 30,2025December 31,2024
Preferred stock2001
Class A common stock4,4004,520
Class B common stock3,0001

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 were 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 six months ended June 30, 2025, the Company paid $80 million, or approximately $0.03 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:

Three months endedJune 30,
20252024
Beginning balance as of April 1$1,567$1,420
Paid-in-kind distributions(a)3935
Ending balance as of June 30$1,606$1,455
Six months endedJune 30,
20252024
Beginning balance as of January 1$1,529$1,385
Paid-in-kind distributions(a)7770
Ending balance as of June 30$1,606$1,455

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

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 the Calcasieu Project's operating costs, including debt service requirements, during the relevant 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.

Note 16 –Non-Controlling Interests

VGLNG Series A Preferred Shares

In September 2024, 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 and six months ended June 30, 2025, the Company accumulated $67 million, or $22.50 per share, and $135 million, or $45.00 per share, respectively, of dividends on the VGLNG Series A Preferred Shares. During the six months ended June 30, 2025, the Company declared and paid $135 million, or $45.00 per share, respectively. The balance of accumulated but undeclared dividends was $68 million, or $22.75 per share and $68 million, or $22.75 per share, as of June 30, 2025 and December 31, 2024, respectively.

Calcasieu Holdings

In August 2019, 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. Upon COD of the Calcasieu Project in April 2025, 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 (the "Calcasieu Holdings Common Units"), reducing the Company's common equity interest in the Calcasieu Project to approximately 77%. Prior to COD, the CP Holdings Convertible Preferred Units paid a cumulative quarterly distribution recognized as net income attributable to non-controlling interests. Subsequent to COD, the Class B common units of Calcasieu Holdings are adjusted by the amount of earnings or other comprehensive income (loss) attributable to the Class B common unit ownership.

The following table summarizes the changes in the third-party ownership in the net assets of Calcasieu Holdings:

Three months endedJune 30,
20252024
Beginning balance as of April 1$575$575
Net income attributable to non-controlling interests114
Other comprehensive loss(1)—
Distributions(3)(14)
Ending balance as of June 30$572$575
Six months endedJune 30,
20252024
Beginning balance as of January 1$575$575
Net income attributable to non-controlling interests1629
Other comprehensive loss(1)—
Distributions(18)(29)
Ending balance as of June 30$572$575

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 the 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 the Class B common stock outstanding (share amounts in millions):

Three months endedJune 30,Six months endedJune 30,
2025202420252024
Net income$475$352$992$1,050
Less: Net income attributable to redeemable stock of subsidiary39357770
Less: Net income attributable to non-controlling interests1141629
Less: Dividends on VGLNG Series A preferred shares67—135—
Net income attributable to common stockholders$368$303$764$951
Weighted average shares of common stock outstanding
Basic2,4232,3502,4112,350
Dilutive stock options outstanding212226228229
Diluted2,6352,5762,6392,579
Net income attributable to common stockholders per share—basic(a)$0.15$0.13$0.32$0.40
Net income attributable to common stockholders per share—diluted(a)$0.14$0.12$0.29$0.37

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

As of June 30, 2025,14 million outstanding stock options to purchase the Company's Class A common stock were excluded from the calculation of diluted net income attributable to common stockholders for the three and six months ended June 30, 2025, because their effect would have been anti-dilutive.

As of June 30, 2024,1 million outstanding stock options to purchase the Company's Class A common stock were excluded from the calculation of diluted net income attributable to common stockholders for the three and six months ended June 30, 2024, 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:

Six months endedJune 30,
20252024
Accrued purchases of property, plant and equipment$1,179$1,957
Cash paid for interest, net of amounts capitalized387152
Conversion of equity method investment to property, plant and equipment170—
Paid-in-kind distribution on redeemable stock of subsidiary7770
Right-of-use assets in exchange for new finance lease liabilities4178
Right-of-use assets in exchange for new operating lease liabilities1251
Asset retirement obligation additions and revisions1139
Cash paid for operating leases6737

Note 19 –Segment Information

The Company has multiple operating segments, including the Company'sfive LNG projects, its DS&S business, and its 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. Operating segments that are not quantitatively material for reporting purposes 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 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.

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.

Three months ended June 30, 2025
Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total
Revenue$935$2,095$—$488$(417)$3,101
Operating expense
Cost of sales596882—369(428)1,419
Operating and maintenance expense8791(1)47(7)217
General and administrative expense4157—77103
Development expense—922—2657
Depreciation and amortization65177—817267
Total operating expense7521,17428424(315)2,063
Income (loss) from operations$183$921$(28)$64$(102)$1,038
Interest income38
Interest expense, net(310)
Loss on interest rate swaps(112)
Loss on financing transactions(63)
Income before income tax expense$591
Three months ended June 30, 2024
Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total
Revenue$1,108$—$—$—$—$1,108
Operating expense
Cost of sales302———(2)300
Operating and maintenance expense10421—2(1)126
General and administrative expense315435075
Development expense413134122174
Depreciation and amortization631——670
Total operating expense47650138675745
Income (loss) from operations$632$(50)$(138)$(6)$(75)$363
Interest income61
Interest expense, net(153)
Gain on interest rate swaps176
Loss on financing transactions(3)
Income before income tax expense$444
Six months ended June 30, 2025
Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total
Revenue$2,573$3,281$1$969$(829)$5,995
Operating expense
Cost of sales1,1321,422—761(837)2,478
Operating and maintenance expense218165—96(10)469
General and administrative expense831212146208
Development expense—19171—49239
Depreciation and amortization130308—1431483
Total operating expense1,4881,945192873(621)3,877
Income (loss) from operations$1,085$1,336$(191)$96$(208)$2,118
Interest income94
Interest expense, net(586)
Loss on interest rate swaps(304)
Loss on financing transactions(63)
Income before income tax expense$1,259
Six months ended June 30, 2024
Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total
Revenue$2,522$—$—$—$—$2,522
Operating expense
Cost of sales667———(2)665
Operating and maintenance expense19147—2(5)235
General and administrative expense7318893147
Development expense427282141355
Depreciation and amortization1271——12140
Total operating expense996106290111391,542
Income (loss) from operations$1,526$(106)$(290)$(11)$(139)$980
Interest income134
Interest expense, net(339)
Gain on interest rate swaps550
Loss on financing transactions(8)
Income before income tax expense$1,317
Capital expenditures · Total assets
Six months ended June 30, · June 30, · December 31,
2025202420252024
Calcasieu Project$53$176$6,899$7,181
Plaquemines Project3,6484,55025,79324,627
CP2 Project1,4371,0835,9103,643
DS&S249491,7381,473
Corporate, other and eliminations1,1085926,1716,567
Total$6,495$6,450$46,511$43,491

Note 20 –Recent Accounting Pronouncements

The following table provides a description of recently issued accounting pronouncements that have not yet been adopted as of June 30, 2025. Accounting pronouncements not listed below were assessed and determined to not have a material impact to the condensed consolidated financial statements.

StandardDescriptionEffect on the Company's condensed consolidated financial statements
ASU 2023-09, Income Taxes (Topic 740)In December 2023, the FASB issued ASU 2023-09, which enhances tax-related disclosures by requiring public business entities to disclose a tabular reconciliation, using both percentages and amounts, broken into specific categories with certain reconciling items at or above 5% of the statutory (i.e., expected) tax, further broken out by nature and/or jurisdiction; for all other entities, qualitative disclosure of the nature and effect of significant reconciling items by specific categories and individual jurisdictions; and income taxes paid (net of refunds received), broken out between federal (national), state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. Early adoption is permitted. The standard should be applied on a prospective basis, and retrospective application is permitted.The Company is currently evaluating the impact on the financial statement disclosures.
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)In November 2024, the FASB issued ASU 2024-03, which enhances income statement disclosures. This requires public business entities to provide a tabular disclosure of relevant expense captions disaggregated into categories such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and amounts that are already required to be disclosed under current GAAP, a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated and the total amount of selling expenses and, in annual periods, an entity's definition of selling expenses. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The standard should be applied on a prospective basis, and retrospective application is permitted.The Company is currently evaluating the impact on the financial statement disclosures.

Note 21 –Subsequent Events

In July 2025, the first phase of the CP2 Project achieved FID. Upon achieving FID, the conditions precedent for the CP2 SPAs were met and the agreements became fully enforceable. The Company 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 was 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. See Note 9 – Debt for further discussion.

In July 2025, VGPL issued $4.0 billion aggregate principal amount of senior secured notes and settled a pro rata portion of its interest rate swaps that hedged the variable interest on the Plaquemines Credit Facilities for cash proceeds of $595 million, of which $475 million was recognized as a receivable as of June 30, 2025. The net proceeds from the issuance of the senior secured notes and the swap breakage proceeds were used to prepay $4.5 billion outstanding under the Plaquemines Construction Term Loan and pay costs incurred in connection with the offering. See Note 9 – Debt for further discussion.

In July 2025, the Company accepted the delivery of the LNG tanker, Venture Creole, and completed the acquisition of Kagami 2. See Note 7 – Equity Method Investmentsfor further discussion.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.