Venture Global, Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
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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
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Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share information)
| June 30,2025 | December 31,2024 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $2,247 | $3,608 |
| Restricted cash | 76 | 169 |
| Accounts receivable | 673 | 364 |
| Inventory, net | 184 | 171 |
| Derivative assets | 102 | 154 |
| Prepaid expenses and other current assets | 696 | 93 |
| Total current assets | 3,978 | 4,559 |
| Property, plant and equipment, net | 39,983 | 34,675 |
| Right-of-use assets | 569 | 602 |
| Noncurrent restricted cash | 599 | 837 |
| Deferred financing costs | 146 | 384 |
| Noncurrent derivative assets | 510 | 1,482 |
| Equity method investments | 173 | 327 |
| Other noncurrent assets | 553 | 625 |
| TOTAL ASSETS | $46,511 | $43,491 |
| LIABILITIES AND EQUITY | ||
| Current liabilities | ||
| Accounts payable | $601 | $1,536 |
| Accrued and other liabilities | 2,059 | 1,816 |
| Current portion of long-term debt | 197 | 190 |
| Total current liabilities | 2,857 | 3,542 |
| Long-term debt, net | 29,774 | 29,086 |
| Noncurrent operating lease liabilities | 514 | 536 |
| Deferred tax liabilities, net | 1,920 | 1,637 |
| Other noncurrent liabilities | 1,035 | 794 |
| Total liabilities | 36,100 | 35,595 |
| Contingencies (Note 13) | ||
| Redeemable stock of subsidiary | 1,606 | 1,529 |
| 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) | 4 | 23 |
| 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 capital | 2,180 | 512 |
| Retained earnings | 3,307 | 2,611 |
| Accumulated other comprehensive loss | (242) | (249) |
| Total Venture Global, Inc. stockholders' equity | 5,269 | 2,897 |
| Non-controlling interests | 3,536 | 3,470 |
| Total equity | 8,805 | 6,367 |
| 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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| REVENUE | $3,101 | $1,108 | $5,995 | $2,522 |
| OPERATING EXPENSE | ||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 1,419 | 300 | 2,478 | 665 |
| Operating and maintenance expense | 217 | 126 | 469 | 235 |
| General and administrative expense | 103 | 75 | 208 | 147 |
| Development expense | 57 | 174 | 239 | 355 |
| Depreciation and amortization | 267 | 70 | 483 | 140 |
| Total operating expense | 2,063 | 745 | 3,877 | 1,542 |
| INCOME FROM OPERATIONS | 1,038 | 363 | 2,118 | 980 |
| OTHER INCOME (EXPENSE) | ||||
| Interest income | 38 | 61 | 94 | 134 |
| 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 EXPENSE | 591 | 444 | 1,259 | 1,317 |
| Income tax expense | 116 | 92 | 267 | 267 |
| NET INCOME | 475 | 352 | 992 | 1,050 |
| Less: Net income attributable to redeemable stock of subsidiary | 39 | 35 | 77 | 70 |
| Less: Net income attributable to non-controlling interests | 1 | 14 | 16 | 29 |
| Less: Dividends on VGLNG Series A Preferred Shares | 67 | — | 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) | 2,423 | 2,350 | 2,411 | 2,350 |
| 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) | 2,635 | 2,576 | 2,639 | 2,579 |
(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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| 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, respectively | 3 | 3 | 6 | 6 |
| COMPREHENSIVE INCOME | 478 | 355 | 998 | 1,056 |
| Less: Comprehensive income attributable to redeemable stock of subsidiary | 39 | 35 | 77 | 70 |
| Less: Comprehensive income attributable to non-controlling interests | — | 14 | 15 | 29 |
| Less: Dividends on VGLNG Series A Preferred Shares | 67 | — | 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, 2024 | 2,350 | $23 | — | $— | $512 | $2,611 | $(249) | $2,897 | $3,470 |
| Net income | — | — | — | — | — | 396 | — | 396 | 83 |
| Stock-based compensation | — | — | — | — | (17) | — | — | (17) | — |
| Subsidiary dividends and distributions | — | — | — | — | — | (68) | — | (68) | (82) |
| Other comprehensive income | — | — | — | — | — | — | 3 | 3 | — |
| Conversion of Class A common stock to Class B common stock | (1,969) | (20) | 1,969 | 20 | — | — | — | — | — |
| Issuance of Class A common stock, net | 70 | 1 | — | — | 1,669 | — | — | 1,670 | — |
| BALANCE AT MARCH 31, 2025 | 451 | $4 | 1,969 | $20 | $2,164 | $2,939 | $(246) | $4,881 | $3,471 |
| Net income | — | — | — | — | — | 368 | — | 368 | 68 |
| Stock-based compensation | 5 | — | — | — | 16 | — | — | 16 | — |
| Subsidiary distributions | — | — | — | — | — | — | — | — | (2) |
| Other comprehensive income (loss) | — | — | — | — | — | — | 4 | 4 | (1) |
| BALANCE AT JUNE 30, 2025 | 456 | $4 | 1,969 | $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, 2023 | 2,350 | $23 | — | $— | $519 | $1,228 | $(260) | $1,510 | $575 |
| Net income | — | — | — | — | — | 648 | — | 648 | 15 |
| Stock-based compensation | — | — | — | — | (13) | — | — | (13) | — |
| Subsidiary distributions | — | — | — | — | — | — | — | — | (15) |
| Other comprehensive income | — | — | — | — | — | — | 3 | 3 | — |
| BALANCE AT MARCH 31, 2024 | 2,350 | $23 | — | $— | $506 | $1,876 | $(257) | $2,148 | $575 |
| Net income | — | — | — | — | — | 303 | — | 303 | 14 |
| Stock-based compensation | — | — | — | — | (4) | — | — | (4) | — |
| Subsidiary distributions | — | — | — | — | — | — | — | — | (14) |
| Other comprehensive income | — | — | — | — | — | — | 3 | 3 | — |
| BALANCE AT JUNE 30, 2024 | 2,350 | $23 | — | $— | $502 | $2,179 | $(254) | $2,450 | $575 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months endedJune 30, | ||
|---|---|---|
| 2025 | 2024 | |
| OPERATING ACTIVITIES | ||
| Net income | $992 | $1,050 |
| Adjustments to reconcile net income to net cash from operating activities: | ||
| (Gain) loss on derivatives, net | 419 | (550) |
| Cash from settlement of derivatives, net | 367 | 101 |
| Loss on financing transactions | 63 | 8 |
| Deferred taxes | 264 | 265 |
| Non-cash interest expense | 81 | 35 |
| Depreciation and amortization | 483 | 140 |
| Stock-based compensation | 23 | 13 |
| 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 liabilities | 280 | 75 |
| Other, net | (33) | 16 |
| Net cash from operating activities | 2,572 | 1,196 |
| INVESTING ACTIVITIES | ||
| Purchases of property, plant and equipment | (6,446) | (6,255) |
| Other investing activities | 42 | (331) |
| Net cash used by investing activities | (6,404) | (6,586) |
| FINANCING ACTIVITIES | ||
| Proceeds from issuance of debt | 2,500 | — |
| Issuance of Class A common stock | 1,750 | — |
| Proceeds from project credit facilities | 1,268 | 4,680 |
| 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 activities | 2,140 | 3,978 |
| Net decrease in cash, cash equivalents and restricted cash | (1,692) | (1,412) |
| Cash, cash equivalents and restricted cash at beginning of period | 4,614 | 5,872 |
| 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 30,2025 | December 31,2024 | |
|---|---|---|
| Current restricted cash | ||
| Debt service reserves | $69 | $141 |
| Other | 7 | 28 |
| Total current restricted cash | $76 | $169 |
| Noncurrent restricted cash | ||
| Construction reserves | $373 | $611 |
| Debt service reserves | 226 | 226 |
| 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 30,2025 | December 31,2024 | |
|---|---|---|
| Cash and cash equivalents | $2,247 | $3,608 |
| Current restricted cash | 76 | 169 |
| Noncurrent restricted cash | 599 | 837 |
| 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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| LNG revenue | $3,080 | $1,102 | $5,960 | $2,510 |
| Other revenue | 21 | 6 | 35 | 12 |
| 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 | $197.9 | 19.5 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 30,2025 | December 31,2024 | |
|---|---|---|
| Spare parts and materials | $123 | $89 |
| LNG | 18 | 36 |
| LNG in-transit | 31 | 36 |
| Other | 12 | 10 |
| 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 life | June 30,2025 | December 31,2024 | |
|---|---|---|---|
| Terminal and interconnected pipeline facilities | 7-35 | $27,400 | $18,698 |
| Construction in progress | N/A | 8,140 | 10,773 |
| Advanced equipment and construction payments | N/A | 4,135 | 4,733 |
| LNG tankers | 25 | 945 | 630 |
| Other(a) | 2-35 | 639 | 633 |
| Total property, plant and equipment at cost | 41,259 | 35,467 | |
| 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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| 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 item | June 30,2025 | December 31,2024 | |
|---|---|---|---|
| Right-of-use assets—operating | Right-of-use assets | $569 | $602 |
| Right-of-use assets—finance | Property, plant and equipment, net | 284 | 279 |
| Total right-of-use assets | $853 | $881 | |
| Current operating lease liabilities | Accrued and other liabilities | $67 | $81 |
| Current finance lease liabilities | Accrued and other liabilities | 10 | 10 |
| Noncurrent operating lease liabilities | Noncurrent operating lease liabilities | 514 | 536 |
| Noncurrent finance lease liabilities | Other noncurrent liabilities | 250 | 248 |
| 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 cost | Various | $28 | $23 | $61 | $41 |
| Finance lease cost | Various | 10 | 8 | 19 | 12 |
| 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 investment | Ownership interest | Carrying value(a) | Ownership interest | Carrying value |
| Kagami 2 | 39% | 173 | 39% | 163 |
| Kagami 1 | 100% | — | 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 30,2025 | December 31,2024 | |
|---|---|---|
| Accrued construction and equipment costs | $767 | $620 |
| Accrued interest | 398 | 361 |
| Accrued natural gas purchases | 458 | 267 |
| Accrued compensation | 188 | 191 |
| Accrued dividends and distributions | — | 95 |
| Other | 248 | 282 |
| Total accrued and other liabilities | $2,059 | $1,816 |
Note 9 –Debt
The following table summarizes outstanding debt:
| Maturity | Interest rate | June 30,2025 | December 31,2024 | |
|---|---|---|---|---|
| Fixed rate: | ||||
| VGLNG Senior Secured Notes | ||||
| VGLNG 2028 Notes | June 1, 2028 | 8.125% | $2,250 | $2,250 |
| VGLNG 2029 Notes(a) | February 1, 2029 | 9.500% | 3,000 | 3,000 |
| VGLNG 2030 Notes | January 15, 2030 | 7.000% | 1,500 | 1,500 |
| VGLNG 2031 Notes | June 1, 2031 | 8.375% | 2,250 | 2,250 |
| VGLNG 2032 Notes(b) | February 1, 2032 | 9.875% | 2,000 | 2,000 |
| VGCP Senior Secured Notes | ||||
| VGCP 2029 Notes | August 15, 2029 | 3.875% | 1,250 | 1,250 |
| VGCP 2030 Notes | January 15, 2030 | 6.250% | 1,000 | 1,000 |
| VGCP 2031 Notes | August 15, 2031 | 4.125% | 1,250 | 1,250 |
| VGCP 2033 Notes | November 1, 2033 | 3.875% | 1,250 | 1,250 |
| VGPL Senior Secured Notes | ||||
| VGPL 2033 Notes | May 1, 2033 | 7.500% | 1,250 | — |
| VGPL 2035 Notes | May 1, 2035 | 7.750% | 1,250 | — |
| Other fixed rate debt(c) | September 5, 2029 | 7.600% | 84 | 84 |
| Variable rate: | ||||
| Calcasieu Pass Construction Term Loan | 903 | 997 | ||
| Plaquemines Construction Term Loan | 10,227 | 12,635 | ||
| Plaquemines Working Capital Facility | 154 | 85 | ||
| CP2 Bridge Facilities(d) | 885 | — | ||
| Total outstanding debt | 30,503 | 29,551 | ||
| Less: Unamortized debt discount, premium and issuance costs | (532) | (275) | ||
| Total outstanding debt, net | 29,971 | 29,276 | ||
| 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 Loan | Calcasieu Pass Working Capital Facility | Plaquemines Construction Term Loan | Plaquemines Working Capital Facility | CP2 Bridge Facilities(c) | |
| Original facility size | $5,477 | $300 | $8,459 | $1,100 | $3,000 |
| Incremental commitments | — | 255 | 4,489 | 1,000 | — |
| Less: | |||||
| Outstanding balances | 903 | — | 10,227 | 154 | 885 |
| Commitments prepaid or terminated | 4,574 | — | 2,721 | — | — |
| Letters of credit issued | — | 334 | — | 1,366 | — |
| Available commitments | $— | $221 | $— | $580 | $2,115 |
| Priority ranking | Senior secured | Senior secured | Senior secured | Senior secured | Senior secured |
| Maturity date | August 19, 2026 | August 19, 2026 | May 25, 2029 | May 25, 2029 | May 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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Stated interest | $542 | $457 | $1,068 | $872 |
| Amortization of debt discounts, premiums and issuance costs | 38 | 36 | 70 | 72 |
| Other interest and fees | 18 | 18 | 29 | 40 |
| Total interest cost | 598 | 511 | 1,167 | 984 |
| 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 instrument | Latest maturity | Receivevariable rate | Payfixed rate(c) | Maximum notional | June 30,2025 | December 31,2024 |
| Plaquemines Credit Facilities | 2046(a) | Compounding SOFR | 2.47% | $5,870 | $5,348 | $8,089 |
| Calcasieu Pass Credit Facilities | 2036(b) | Compounding SOFR | 2.55% | 877 | 877 | 969 |
| 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, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Natural gas supply contracts | Total notional | Latest maturity | Total notional | Latest maturity |
| Natural gas | 3,378 | 2039 | 2,048 | 2031 |
The following table summarizes the fair value and classification of derivatives on the condensed consolidated balance sheets:
| Balance sheet location | June 30,2025 | December 31,2024 | |
|---|---|---|---|
| Assets | |||
| Interest rate swaps | Derivative assets | $81 | $150 |
| Natural gas supply contracts | Derivative assets | 21 | 4 |
| Interest rate swaps | Noncurrent derivative assets | 497 | 1,459 |
| Natural gas supply contracts | Noncurrent derivative assets | 13 | 23 |
| Total assets | $612 | $1,636 | |
| Liabilities | |||
| Interest rate swaps | Accrued and other liabilities | $3 | $1 |
| Natural gas supply contracts | Accrued and other liabilities | 35 | 12 |
| Interest rate swaps | Other noncurrent liabilities | 101 | 2 |
| Natural gas supply contracts | Other noncurrent liabilities | 112 | 12 |
| 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 item | 2025 | 2024 | 2025 | 2024 | |
| Natural gas supply contracts | Cost of sales | $77 | $— | $115 | $— |
| Interest rate swaps | Gain (loss) on interest rate swaps | (112) | 176 | (304) | 550 |
The following table presents the gross and net fair value of outstanding derivatives:
| June 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Gross balance | Balance subject to netting | Net balance | Gross balance | Balance subject to netting | Net 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, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| 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) | — | 2 | 35 | 37 | — | — | 39 | 39 |
| 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) | — | 13 | 137 | 150 | — | 3 | 33 | 36 |
| 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 approach | Significant unobservable input | Range of significant unobservable input | Arithmetic average of significant unobservable input |
|---|---|---|---|
| Discounted cash flow | Forward natural gas price per MMBtu | $1.79 to $5.01 | $3.52 |
| Option pricing model | Volatility | 26.7% 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) |
| Settlements | 57 |
| 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) |
| Settlements | 33 |
| 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:
| Level | June 30,2025 | December 31,2024 | |
|---|---|---|---|
| Fixed rate debt | 1 | $16,078 | $16,085 |
| Variable and other fixed rate debt(a) | 2 | 12,253 | 13,801 |
(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 30,2025 | December 31,2024 | |
|---|---|---|
| Preferred stock | 200 | 1 |
| Class A common stock | 4,400 | 4,520 |
| Class B common stock | 3,000 | 1 |
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, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of April 1 | $1,567 | $1,420 |
| Paid-in-kind distributions(a) | 39 | 35 |
| Ending balance as of June 30 | $1,606 | $1,455 |
| Six months endedJune 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of January 1 | $1,529 | $1,385 |
| Paid-in-kind distributions(a) | 77 | 70 |
| 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, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of April 1 | $575 | $575 |
| Net income attributable to non-controlling interests | 1 | 14 |
| Other comprehensive loss | (1) | — |
| Distributions | (3) | (14) |
| Ending balance as of June 30 | $572 | $575 |
| Six months endedJune 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of January 1 | $575 | $575 |
| Net income attributable to non-controlling interests | 16 | 29 |
| 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, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income | $475 | $352 | $992 | $1,050 |
| Less: Net income attributable to redeemable stock of subsidiary | 39 | 35 | 77 | 70 |
| Less: Net income attributable to non-controlling interests | 1 | 14 | 16 | 29 |
| Less: Dividends on VGLNG Series A preferred shares | 67 | — | 135 | — |
| Net income attributable to common stockholders | $368 | $303 | $764 | $951 |
| Weighted average shares of common stock outstanding | ||||
| Basic | 2,423 | 2,350 | 2,411 | 2,350 |
| Dilutive stock options outstanding | 212 | 226 | 228 | 229 |
| Diluted | 2,635 | 2,576 | 2,639 | 2,579 |
| 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, | ||
|---|---|---|
| 2025 | 2024 | |
| Accrued purchases of property, plant and equipment | $1,179 | $1,957 |
| Cash paid for interest, net of amounts capitalized | 387 | 152 |
| Conversion of equity method investment to property, plant and equipment | 170 | — |
| Paid-in-kind distribution on redeemable stock of subsidiary | 77 | 70 |
| Right-of-use assets in exchange for new finance lease liabilities | 4 | 178 |
| Right-of-use assets in exchange for new operating lease liabilities | 12 | 51 |
| Asset retirement obligation additions and revisions | 11 | 39 |
| Cash paid for operating leases | 67 | 37 |
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 sales | 596 | 882 | — | 369 | (428) | 1,419 | |
| Operating and maintenance expense | 87 | 91 | (1) | 47 | (7) | 217 | |
| General and administrative expense | 4 | 15 | 7 | — | 77 | 103 | |
| Development expense | — | 9 | 22 | — | 26 | 57 | |
| Depreciation and amortization | 65 | 177 | — | 8 | 17 | 267 | |
| Total operating expense | 752 | 1,174 | 28 | 424 | (315) | 2,063 | |
| Income (loss) from operations | $183 | $921 | $(28) | $64 | $(102) | $1,038 | |
| Interest income | 38 | ||||||
| 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 sales | 302 | — | — | — | (2) | 300 | |
| Operating and maintenance expense | 104 | 21 | — | 2 | (1) | 126 | |
| General and administrative expense | 3 | 15 | 4 | 3 | 50 | 75 | |
| Development expense | 4 | 13 | 134 | 1 | 22 | 174 | |
| Depreciation and amortization | 63 | 1 | — | — | 6 | 70 | |
| Total operating expense | 476 | 50 | 138 | 6 | 75 | 745 | |
| Income (loss) from operations | $632 | $(50) | $(138) | $(6) | $(75) | $363 | |
| Interest income | 61 | ||||||
| Interest expense, net | (153) | ||||||
| Gain on interest rate swaps | 176 | ||||||
| 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 sales | 1,132 | 1,422 | — | 761 | (837) | 2,478 | |
| Operating and maintenance expense | 218 | 165 | — | 96 | (10) | 469 | |
| General and administrative expense | 8 | 31 | 21 | 2 | 146 | 208 | |
| Development expense | — | 19 | 171 | — | 49 | 239 | |
| Depreciation and amortization | 130 | 308 | — | 14 | 31 | 483 | |
| Total operating expense | 1,488 | 1,945 | 192 | 873 | (621) | 3,877 | |
| Income (loss) from operations | $1,085 | $1,336 | $(191) | $96 | $(208) | $2,118 | |
| Interest income | 94 | ||||||
| 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 sales | 667 | — | — | — | (2) | 665 | |
| Operating and maintenance expense | 191 | 47 | — | 2 | (5) | 235 | |
| General and administrative expense | 7 | 31 | 8 | 8 | 93 | 147 | |
| Development expense | 4 | 27 | 282 | 1 | 41 | 355 | |
| Depreciation and amortization | 127 | 1 | — | — | 12 | 140 | |
| Total operating expense | 996 | 106 | 290 | 11 | 139 | 1,542 | |
| Income (loss) from operations | $1,526 | $(106) | $(290) | $(11) | $(139) | $980 | |
| Interest income | 134 | ||||||
| Interest expense, net | (339) | ||||||
| Gain on interest rate swaps | 550 | ||||||
| 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, | ||||
| 2025 | 2024 | 2025 | 2024 | |
| Calcasieu Project | $53 | $176 | $6,899 | $7,181 |
| Plaquemines Project | 3,648 | 4,550 | 25,793 | 24,627 |
| CP2 Project | 1,437 | 1,083 | 5,910 | 3,643 |
| DS&S | 249 | 49 | 1,738 | 1,473 |
| Corporate, other and eliminations | 1,108 | 592 | 6,171 | 6,567 |
| 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.
| Standard | Description | Effect 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.