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Venture Global, Inc.

For the period ended Sep 30, 2025. Filed Nov 10, 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.

Sep 30, 2025 · Filed Nov 10, 2025

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

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

0002007855-25-000042

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0002007855-25-000066

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

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

Compared 231 previous paragraphs and 247 current paragraphs.

93 unchanged; 107 reworded; 44 added; 26 removed; 5 previous and 3 current paragraphs rearranged.

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

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

Added paragraphs (44)

Current report

In November 2025, we entered into a 20-year SPA with Naturgy of Spain for the sale of 1.0 mtpa of LNG from the second phase of the CP2 Project. Additionally, we entered into a 20-year SPA with Atlantic-SEE LNG Trade of Greece for the sale of a minimum of 0.5 mtpa of LNG commencing in 2030.

Current report

In September 2025, Blackfin entered into the Blackfin Credit Facilities totaling $1.6 billion. Proceeds from the Blackfin Credit Facilities were used to reimburse $859 million to VGLNG for prior expenditures related to the development and construction of the Blackfin pipeline, and pay certain costs incurred in connection with the project financing. The remaining proceeds will be used to fund a portion of the costs to develop, construct and manage the Blackfin pipeline.

Current report

Plaquemines Project assets being depreciated as of September 30, 2024. This increase was partially offset by a decrease of $31 million at the Calcasieu Project primarily due to an extension of the estimated useful lives of certain LNG facility assets in 2025.

Current report

Interest income was $27 million for the three months ended September 30, 2025, a $26 million, or 49%, decrease from $53 million for the three months ended September 30, 2024. This decrease was primarily due to lower average cash balances and interest rates during the three months ended September 30, 2025, compared to the same period in 2024.

Current report

Loss on interest rate swaps was $144 million for the three months ended September 30, 2025, a $336 million, or 70%, decrease from $480 million for the three months ended September 30, 2024. This decrease was primarily due to smaller decreases in the forward interest rate curves during the three months ended September 30, 2025, as compared to the same period in 2024, resulting in the following:

Current report

•a $467 million favorable change on the Plaquemines Project interest rate swaps, which were partially settled during the three months ended September 30, 2025; and

Current report

•a $21 million favorable change on the Calcasieu Project interest rate swaps; partially offset by

Current report

•a loss of $153 million on the CP2 Project interest rate swaps, which were entered into in 2025.

Current report

Loss on foreign currency transactions was $4 million for the three months ended September 30, 2025.

Current report

Revenue was $9.3 billion for the nine months ended September 30, 2025, a $5.9 billion, or 170%, increase from $3.4 billion for the nine months ended September 30, 2024. This increase was primarily due to $6.2 billion from higher LNG sales volumes, primarily at the Plaquemines Project. All of the Calcasieu Project facility assets and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and generating revenue for the nine months ended September 30, 2025, as compared to only the Calcasieu Project facility assets being in service from an accounting perspective and therefore generating revenue for the nine months ended September 30, 2024. This increase was partially offset by lower LNG sales prices of $398 million at the Calcasieu Project after COD in April 2025, partially offset by higher LNG sales prices prior to COD in April 2025.

Current report

Interest income was $121 million for the nine months ended September 30, 2025, a $66 million, or 35%, decrease from $187 million for the nine months ended September 30, 2024. This decrease was primarily due to lower average cash balances and interest rates during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Current report

•a $253 million loss on the CP2 Project interest rate swaps, which were entered into in 2025;

Current report

•a $252 million unfavorable change on the Plaquemines Project interest rate swaps, which were partially settled during the nine months ended September 30, 2025; and

Current report

•a $14 million unfavorable change on the Calcasieu Project interest rate swaps.

Current report

Loss on foreign currency transactions was $4 million for the nine months ended September 30, 2025.

Current report

For the three months ended September 30, 2025, the Calcasieu Project had income from operations of $117 million, a $423 million, or 78%, decrease from $540 million for the three months ended September 30, 2024.

Current report

•an increase in cost of sales of $166 million primarily due to an increase in the average costs for the purchase of feed gas of $128 million and an increase in LNG sales volumes of $53 million.

Current report

•a decrease in depreciation and amortization expense of $31 million primarily due to an extension of the estimated useful lives of certain LNG facility assets in 2025; and

Current report

•a decrease in development expense of $26 million for our pipeline infrastructure projects primarily related to the Blackfin pipeline, which was deemed probable in the second half of 2024.

Current report

These decreases were partially offset by an increase in general and administrative expense of $24 million primarily due to higher personnel costs from compensation increases and higher employee headcount.

Current report

For the nine months ended September 30, 2025, the Calcasieu Project had income from operations of $1.2 billion, a $864 million, or 42%, decrease from $2.1 billion for the nine months ended September 30, 2024.

Current report

•a decrease in revenue of $262 million primarily due to a net decrease of $398 million due to lower LNG sales prices after COD in April 2025 offset by higher LNG sales prices prior to COD in April 2025, partially offset by an increase in sales volumes of $132 million.

Current report

These decreases were partially offset by a decrease in depreciation and amortization of $28 million due to an extension of the estimated useful lives of certain LNG facility assets in 2025.

Current report

•an increase in depreciation and amortization expense of $22 million due to placing additional LNG tankers in service in 2025.

Current report

•an increase in general and administrative expense of $78 million primarily due to compensation increases and higher employee headcount, as well as increases in legal and other professional service fees, IT and insurance costs.

Current report

•a decrease in development expense of $32 million for our pipeline infrastructure projects primarily related to the Blackfin pipeline, which was deemed probable in the second half of 2024; and

Current report

The Company has entered into certain credit arrangements to secure the transportation of natural gas. As of September 30, 2025, the maximum undiscounted potential exposure associated with these arrangements was $110 million. This amount is not currently recognized as a liability on our condensed consolidated balance sheet. To date, no amounts have been drawn against these arrangements.

Current report

In July 2025, the first phase of the CP2 Project achieved FID and we 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 the $3.0 billion secured CP2 Holdings EBL Facilities, due July 28, 2028. Borrowings under the CP2 Holdings EBL 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%. Interest on SOFR-based loans is due and payable at the end of each interest period (but at least every three months) and interest on base rate loans is due and payable at the end of each calendar quarter. CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into the $12.1 billion senior secured CP2 Credit Facilities, due July 28, 2032. Borrowings under the CP2 Credit 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 the SOFR-based loans ranges from 2.250% to 2.750% and the set margin rate for the base rate loans ranges from 1.250% to 1.750%. The Company also incurs commitment fees from 0.788% to 0.963% of the undrawn available commitments of the CP2 Working Capital Facility. Interest on SOFR-based loans is due and payable at the end of each interest period (but at least every three months) and interest on base rate loans is due and payable at the end of each calendar quarter.

Current report

Pipeline infrastructure projects. In September 2025, our subsidiary, Blackfin, entered into the $1.6 billion senior secured Blackfin Credit Facilities. Under the Blackfin Credit Facilities, the Blackfin TLA Facility and Blackfin Working Capital Facility are due September 29, 2030 and the Blackfin TLB Facility is due September 29, 2032 . Borrowings under the Blackfin TLA Facility and Blackfin TLB Facility bear interest at a set margin over the debt term, plus, at the Company's election, either a SOFR or base rate. The set margin rate for the Blackfin TLA Facility for SOFR-based loans is 2.250% and the set margin rate for base rate loans is 1.250%, subject to future increases. The set margin rate for the Blackfin TLB Facility for SOFR-based loans is 3.000% and the set margin rate for base rate loans is 2.000%. The Company also incurs commitment fees from 0.438% to 0.875% of the undrawn available commitments under the Blackfin TLA Facility and Blackfin Working Capital Facility. Interest on SOFR-based loans is due and payable at the end of each interest period (but at least every three months) and interest on base rate loans is due and payable at the end of each calendar quarter.

Current report

Proceeds from the Blackfin Credit Facilities were used to reimburse $859 million to VGLNG for prior expenditures related to the development and construction of the Blackfin pipeline, and pay certain costs incurred in connection with the project financing. The remaining proceeds will be used to fund a portion of the costs to develop, construct and manage the Blackfin pipeline.

Current report

◦a decrease of $2.3 billion of cash paid at the Plaquemines Project,

Current report

•a decrease of $267 million due to cash outflows from investments in interest bearing deposits during the nine months ended September 30, 2024 as compared to cash inflows from the redemption of certificates of deposit during the nine months ended September 30, 2025.

Showing the first 40 of 44 passages. Open the source sections for the rest.

Removed paragraphs (26)

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

For the three months ended June 30, 2025, the Calcasieu Project had income from operations of $183 million, a $449 million, or 71%, decrease from $632 million for the three months ended June 30, 2024.

Previous report

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

Previous report

For the six months ended June 30, 2025, the Calcasieu Project had income from operations of $1.1 billion, a $441 million, or 29%, decrease from $1.5 billion for the six months ended June 30, 2024.

Previous report

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

Previous report

•an increase in operating and maintenance expense of $27 million, primarily due to an increase in legal costs.

Previous report

◦a net increase of $119 million due to higher LNG sales prices prior to COD in April 2025 offset by lower LNG sales prices after COD in April 2025,

Previous report

◦partially offset by a reduction in sales volumes of $70 million primarily due to commissioning and remediation work prior to COD in April 2025.

Previous report

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

Previous report

•a reduction of $261 million due to cash outflows for deposits associated with equity method investments and other investments in 2024 with no similar cash outflows during the same period in 2025; and

Previous report

•an increase of $102 million of cash inflows from Test LNG sales generated before the Plaquemines Project assets were placed in service from an accounting perspective, which was offset against construction in progress, during the six months ended June 30, 2025, with no similar cash inflows during the same period in 2024.

Previous report

The net decrease to cash outflows were partially offset by:

Previous report

•an increase of $481 million of cash paid at corporate, primarily for capitalized interest and our pipeline projects;

Previous report

•an increase of $202 million of cash paid at our DS&S business, primarily for LNG tankers; and

Previous report

•partially offset by a decrease of $876 million of cash paid at the Plaquemines Project.

Previous report

•a decrease in proceeds from project credit facilities of $3.4 billion due to proceeds from the Plaquemines Credit Facilities and CP2 Bridge Facilities of $1.3 billion during the six months ended June 30, 2025 as compared to $4.7 billion from the Plaquemines Credit Facilities during the same period in 2024;

Previous report

In July 2025, the One Big Beautiful Bill Act ("the Act") was signed into law in the U.S. The Act contains several provisions related to corporate income taxes, including the extension of many expiring provisions from the Tax Cuts and Jobs Act of 2017 and modifications to the international tax framework. The Company is currently evaluating the enacted legislation and will recognize the related tax impacts in the period of enactment.
Reworded paragraphs (107)

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Plaquemines Project. Production and sales of LNG from our second LNG export facility increased during the period while physical construction and the commissioning program of the project continued to advance. During the nine months ended September 30, 2025, we incurred $3.3 billion of project costs, the majority of which were capitalized, and we placed an additional $11.7 billion of assets in service in accordance with the applicable accounting guidance.

Previous wording

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

Current wording

CP2 Project. In June 2025, we commenced site work on the first phase of our third LNG export facility, following receipt of final approval and notices to proceed with on-site construction from the FERC. In October 2025, CP2 received the final authorization from the DOE to export LNG to Non-FTA Nations. During the nine months ended September 30, 2025, we incurred $4.0 billion of project costs primarily associated with equipment procurement, off-site manufacturing work, and engineering and design, of which $3.8 billion was capitalized and $193 million was expensed.

Previous wording

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

Current wording

In April 2025 and July 2025, CP2 entered into two SPAs for an additional 3.0 mtpa of LNG and increased the volumes sold under two existing SPAs by a combined 1.25 mtpa of LNG, increasing the total mtpa contracted for sale from the CP2 Project under long term post-COD SPAs from 9.25 mtpa as of December 31, 2024 to 13.5 mtpa of LNG as of September 30, 2025.

Previous wording

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

Current wording

Our Strategic Developments. We took delivery of the Venture Acadia, Venture Creole, and Venture Pelican LNG tankers during the nine months ended September 30, 2025. This brought our total owned fleet of LNG tankers to five with an additional four LNG tankers that we have contracted to construct. In 2025, we used our LNG tankers to transport 38 cargos from our LNG facilities.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

In April 2025 and July 2025, VGPL issued $2.5 billion and $4.0 billion, respectively, of aggregate senior secured notes, and concurrently settled a pro rata portion of its interest rate swaps for aggregate cash proceeds of $869 million. Net proceeds from these issuances and the swap breakage proceeds were used to prepay $7.2 billion of principal outstanding under the Plaquemines Construction Term Loan.

Previous wording

In May 2025, CP2 entered into the CP2 Bridge Facilities totaling $3.0 billion. The net proceeds from the CP2 Bridge Facilities will be used to fund a portion of the development and construction costs, including interest, of the CP2 Project prior to closing the full project debt and equity financing.

Current wording

In May 2025, CP2 entered into the CP2 Bridge Facilities totaling $3.0 billion. The net proceeds from the CP2 Bridge Facilities were used to fund a portion of the development and construction costs, including interest, of the CP2 Project prior to closing the full project debt and equity financing for the first phase of the CP2 Project.

Previous wording

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

Current wording

Revenue was $3.3 billion for the three months ended September 30, 2025, a $2.4 billion, or 260%, increase from $926 million for the three months ended September 30, 2024. This increase was primarily due to $2.9 billion from higher LNG sales volumes, primarily at the Plaquemines Project. All of the Calcasieu Project facility assets and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and generating revenue for the three months ended September 30, 2025, as compared to only the Calcasieu Project facility assets being in service from an accounting perspective and therefore generating revenue for the three months ended September 30, 2024. This increase was partially offset by lower LNG sales prices of $517 million at the Calcasieu Project due to the commencement of LNG sales under its post-COD SPAs in April 2025.

Previous wording

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

Current wording

The gross proceeds, before deducting the cost of natural gas, attributable to Test LNG sales generated prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as revenue, were $18 million for the three months ended September 30, 2025.

Previous wording

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

Current wording

Cost of sales was $1.4 billion for the three months ended September 30, 2025, a $1.1 billion increase from $272 million for the three months ended September 30, 2024. This increase was primarily due to $1.0 billion from higher LNG sales volumes, primarily at the Plaquemines Project. All of the Calcasieu Project facility assets and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and incurring cost of sales for the three months ended September 30, 2025, as compared to only the Calcasieu Project facility assets being in service from an accounting perspective for the three months ended September 30, 2024. Cost of sales further increased $128 million due to higher costs for the purchase of feed gas at the Calcasieu Project. These increases were partially offset by a $24 million favorable change in the fair value of our natural gas supply contracts.

Previous wording

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

Current wording

The costs attributable to the production of Test LNG sales, primarily consisting of the cost of feed gas, incurred prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as cost of sales, was $7 million for the three months ended September 30, 2025.

Previous wording

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

Current wording

Operating and maintenance expense was $245 million for the three months ended September 30, 2025, a $102 million, or 71%, increase from $143 million for the three months ended September 30, 2024. This increase was primarily due to $73 million in higher operating costs in support of the ramp up of LNG production at the Plaquemines Project primarily due to an increase in non-capitalizable personnel costs, commissioning work, and operational insurance costs, as well as a $35 million increase in operating costs primarily for our LNG tankers. These were partially offset by a decrease of $23 million in operating costs at the Calcasieu Project primarily due to lower commissioning and remediation work and legal costs.

Previous wording

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

Current wording

General and administrative expense was $105 million for the three months ended September 30, 2025, a $28 million, or 36%, increase from $77 million for the three months ended September 30, 2024. This increase was primarily due to increased personnel costs of $14 million due to compensation increases and higher employee headcount.

Previous wording

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

Current wording

Development expense was $53 million for the three months ended September 30, 2025, a $103 million, or 66%, decrease from $156 million for the three months ended September 30, 2024. This decrease was primarily due to lower development costs that were expensed of $79 million for the CP2 Project, which was deemed probable during the nine months ended September 30, 2025, and $26 million for our pipeline infrastructure projects primarily related to the Blackfin pipeline, which was deemed probable in the second half of 2024, resulting in the capitalization of more of the costs for the projects.

Previous wording

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

Current wording

Depreciation and amortization was $218 million for the three months ended September 30, 2025, a $129 million, or 145%, increase from $89 million for the three months ended September 30, 2024. This increase was primarily attributable to an increase of $141 million due to placing $23.2 billion of property, plant and equipment at the Plaquemines Project in service from an accounting perspective as of September 30, 2025 compared to no

Previous wording

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

Current wording

Income from operations was $1.3 billion for the three months ended September 30, 2025, a $1.1 billion increase from $189 million for the three months ended September 30, 2024. This increase was primarily the result of higher sales volumes, primarily at the Plaquemines Project, and decreased development expense, partially offset by lower weighted average LNG sales prices at the Calcasieu Project subsequent to COD in April 2025, higher cost of feed gas, and higher depreciation expense, as discussed above.

Previous wording

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

Current wording

Interest expense, net was $421 million for the three months ended September 30, 2025, a $293 million, or 229%, increase from $128 million for the three months ended September 30, 2024. This increase was primarily due to higher non-capitalizable interest costs due to placing a portion of the Plaquemines Project assets in service in accordance with the applicable accounting guidance and an increase in our outstanding debt.

Previous wording

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

Current wording

Loss on financing transactions was $141 million for the three months ended September 30, 2025, a $135 million increase from $6 million for the three months ended September 30, 2024. This increase was due to the write-off of debt issuance costs associated with the partial prepayment of the Plaquemines Construction Term Loan and the prepayment of CP2 Bridge Facilities during the three months ended September 30, 2025, as compared to the write-off of debt issuance costs associated with the full prepayment of the Plaquemines Equity Bridge Facility during the three months ended September 30, 2024.

Previous wording

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

Current wording

Income before income tax expense was $637 million for the three months ended September 30, 2025, a $1.0 billion increase from a loss before income tax benefit of $372 million for the three months ended September 30, 2024. This increase was primarily the result of higher income from operations and a favorable change in the fair value of interest rate swaps, partially offset by higher interest expense and loss on financing transactions, as discussed above.

Previous wording

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

Current wording

Income tax expense was $87 million for the three months ended September 30, 2025, a $165 million increase from an income tax benefit of $78 million for the three months ended September 30, 2024. This was primarily driven by an increase in income before income tax expense, discussed above. Our effective tax rate was 13.7% for the three months ended September 30, 2025, as compared to 21.0% for the three months ended September 30, 2024. The 2025 effective tax rate was different from the statutory income tax rate primarily due to the recognition of stock option windfall tax benefits.

Previous wording

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

Current wording

Net income was $550 million for the three months ended September 30, 2025, a $844 million increase from a net loss of $294 million for the three months ended September 30, 2024. This increase was primarily the result of an increase in income before income tax expense, partially offset by higher income tax expense, as discussed above.

Previous wording

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

Current wording

Net income attributable to redeemable stock of subsidiary was $44 million for the three months ended September 30, 2025, a $7 million, or 19%, increase from $37 million for the three months ended September 30, 2024. This increase was from higher paid-in-kind distributions on the CP Funding Redeemable Preferred Units.

Previous wording

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

Current wording

Net income attributable to non-controlling interests was $10 million for the three months ended September 30, 2025, a $5 million, or 33%, decrease from $15 million for the three months ended September 30, 2024. This decrease was primarily due to the allocation of earnings to the Calcasieu Holdings Class B common unit holders based on ownership interests subsequent to COD of the Calcasieu Project.

Previous wording

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

Current wording

Dividends on VGLNG Series A Preferred Shares were $67 million for the three months ended September 30, 2025, a $66 million increase from $1 million for the three months ended September 30, 2024. This increase was due to the issuance of the VGLNG Series A Preferred Shares in late September 2024 and the corresponding difference in the accumulation of dividends.

Previous wording

Net income attributable to common stockholders was $764 million for the six months ended June 30, 2025, a $187 million, or 20%, decrease from $951 million for the six months ended June 30, 2024. This decrease was primarily the result of the changes discussed above.

Current wording

Net income attributable to common stockholders was $429 million for the three months ended September 30, 2025, a $776 million increase from a net loss attributable to common stockholders of $347 million for the three months ended September 30, 2024. This increase was primarily the result of the changes discussed above.

Previous wording

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

Current wording

The gross proceeds, before deducting the cost of natural gas, attributable to Test LNG sales generated prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as revenue, were $120 million for the nine months ended September 30, 2025.

Previous wording

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

Current wording

Cost of sales was $3.9 billion for the nine months ended September 30, 2025, a $2.9 billion increase from $937 million for the nine months ended September 30, 2024. This increase was due to $2.3 billion from higher LNG sales volumes, primarily at the Plaquemines Project. All of the Calcasieu Project facility and a portion of the Plaquemines Project facility assets were in service from an accounting perspective and incurring cost of sales for the nine months ended September 30, 2025, as compared to only the Calcasieu Project being in service from an accounting perspective for the nine months ended September 30, 2024. Cost of sales further increased $568 million due to higher costs for the purchase of feed gas at the Calcasieu Project and a $91 million unfavorable change in the fair value of our natural gas supply contracts.

Previous wording

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

Current wording

The costs attributable to the production of Test LNG sales, primarily consisting of the cost of feed gas, incurred prior to the Plaquemines Project facilities being in service from an accounting perspective, and therefore recognized as an adjustment to construction in progress and not as cost of sales, was $59 million for the nine months ended September 30, 2025.

Previous wording

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

Current wording

Operating and maintenance expense was $714 million for the nine months ended September 30, 2025, a $336 million, or 89%, increase from $378 million for the nine months ended September 30, 2024. This increase was primarily due to $191 million in higher operating costs in support of the ramp up of LNG production at the Plaquemines Project primarily due to an increase in non-capitalizable personnel costs, commissioning work, and operational insurance costs, as well as $129 million in operating costs primarily for our LNG tankers.

Previous wording

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

Current wording

General and administrative expense was $313 million for the nine months ended September 30, 2025, an $89 million, or 40%, increase from $224 million for the nine months ended September 30, 2024. This increase was primarily due to increased personnel costs of $59 million due to compensation increases and higher employee headcount, as well as $31 million primarily due to increases in legal and other professional service fees, IT and insurance costs.

Previous wording

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

Current wording

Development expense was $292 million for the nine months ended September 30, 2025, a $219 million, or 43%, decrease from $511 million for the nine months ended September 30, 2024. This decrease was primarily due to lower development costs that were expensed of $190 million for the CP2 Project, which was deemed probable during the nine months ended September 30, 2025, and $32 million for our pipeline infrastructure projects primarily related to the Blackfin pipeline, which was deemed probable in the second half of 2024, resulting in the capitalization of more of the costs for the projects.

Previous wording

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

Current wording

Depreciation and amortization was $701 million for the nine months ended September 30, 2025, a $472 million, or 206%, increase from $229 million for the nine months ended September 30, 2024. This increase was primarily due to an increase of $448 million due to placing $23.2 billion of property, plant and equipment at the Plaquemines Project in service from an accounting perspective as of September 30, 2025, compared to no Plaquemines Project assets being depreciated as of September 30, 2024 and an increase of $22 million at DS&S due to placing additional LNG tankers in service in 2025. This increase was partially offset by a decrease of $28 million at the Calcasieu Project primarily due to an extension of the estimated useful lives of certain LNG facility assets in 2025.

Previous wording

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

Current wording

Income from operations was $3.4 billion for the nine months ended September 30, 2025, a $2.3 billion, or 194%, increase from $1.2 billion for the nine months ended September 30, 2024. This increase was primarily a result of higher sales volumes, primarily at the Plaquemines Project, partially offset by lower weighted average LNG sales prices at the Calcasieu Project subsequent to COD in April 2025, higher cost of feed gas, depreciation expense, and operating and maintenance expense, as discussed above.

Previous wording

Interest expense, net was $586 million for the six months ended June 30, 2025, a $247 million, or 73%, increase from $339 million for the six months ended June 30, 2024. This increase was primarily due to an increase in our outstanding debt and higher non-capitalizable interest costs due to placing a portion of the Plaquemines Project assets in service in accordance with the accounting guidance.

Current wording

Interest expense, net was $1.0 billion for the nine months ended September 30, 2025, a $540 million, or 116%, increase from $467 million for the nine months ended September 30, 2024. This increase was primarily due to higher non-capitalizable interest costs due to placing a portion of the Plaquemines Project assets in service in accordance with the applicable accounting guidance and an increase in our outstanding debt.

Previous wording

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

Current wording

Loss on interest rate swaps was $448 million for the nine months ended September 30, 2025, a $518 million decrease from a gain on interest rate swaps of $70 million for the nine months ended September 30, 2024. This decrease was primarily due a decrease in the forward interest rate curves during the nine months ended September 30, 2025, compared to an increase in the nine months ended September 30, 2024, resulting in the following:

Previous wording

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

Current wording

Loss on financing transactions was $204 million for the nine months ended September 30, 2025, a $190 million increase from $14 million for the nine months ended September 30, 2024. This increase was due to the write-off of debt issuance costs associated with the partial prepayment of the Plaquemines Construction Term Loan and the prepayment of CP2 Bridge Facilities during the nine months ended September 30, 2025, as compared to the write-off of debt issuance costs associated with the full prepayment of the Plaquemines Equity Bridge Facility during the nine months ended September 30, 2024.

Showing the first 40 of 107 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Middle East, trade negotiations with customers in politically sensitive regions, potential selective sourcing of LNG by the People's Republic of China, and other potential implications. The Company continues to monitor the impact these trends and uncertainties could have on our financial condition, results of operations and/or cash flows.

Current report — wording carried from elsewhere

The remedies sought by the remaining four Calcasieu Project post-COD customers in arbitration proceedings include damages ranging between $3.8 billion and $4.5 billion in the aggregate, rather than the termination of the post-COD SPA. We believe these disputes are subject to the relevant seller aggregate liability limitation under the applicable post-COD SPA, which amount to $765 million in the aggregate. However, these customers are also disputing whether the liability limitations in such post-COD SPAs are applicable, and therefore are claiming damages in excess of the liability limitations.

Current report — wording carried from elsewhere

For further discussion, see Item 1A.—Risk Factors—Risks Relating to Regulation and Litigation—If we are unsuccessful in any current or potential future arbitration proceedings with customers, the amounts that we are required to pay may be substantial or certain of our post-COD SPAs may be terminated, which may lead to an acceleration of all our debt for the relevant project of our 2024 Form 10-K, Note 3 – Revenue from Contracts with Customersin Item 1.—Financial Statements of this Form 10-Q, and Part IIItem 1.—Legal Proceedings of this Form 10-Q.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

Gain (Loss) on Interest Rate Swaps

Previous report — wording carried elsewhere

Net Income Attributable to Common Stockholders

Previous report — wording carried elsewhere

This decrease was primarily due to:

Previous report — wording carried elsewhere

This decrease was primarily due to:

Previous report — wording carried elsewhere

These decreases were partially offset by: