Venture Global, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout 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
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share information)
| September 30,2025 | December 31,2024 | |
|---|---|---|
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $1,879 | $3,608 |
| Restricted cash | 334 | 169 |
| Accounts receivable | 633 | 364 |
| Inventory, net | 227 | 171 |
| Derivative assets | 90 | 154 |
| Prepaid expenses and other current assets | 95 | 93 |
| Total current assets | 3,258 | 4,559 |
| Property, plant and equipment, net | 43,258 | 34,675 |
| Right-of-use assets | 760 | 602 |
| Noncurrent restricted cash | 1,329 | 837 |
| Deferred financing costs | 510 | 384 |
| Noncurrent derivative assets | 384 | 1,482 |
| Other noncurrent assets | 580 | 952 |
| TOTAL ASSETS | $50,079 | $43,491 |
| LIABILITIES AND EQUITY | ||
| Current liabilities | ||
| Accounts payable | $947 | $1,536 |
| Accrued and other liabilities | 2,120 | 1,816 |
| Current portion of long-term debt, net | 856 | 190 |
| Total current liabilities | 3,923 | 3,542 |
| Long-term debt, net | 31,743 | 29,086 |
| Noncurrent operating lease liabilities | 708 | 536 |
| Deferred tax liabilities, net | 2,024 | 1,637 |
| Other noncurrent liabilities | 860 | 794 |
| Total liabilities | 39,258 | 35,595 |
| Commitments and contingencies (Note 14) | ||
| Redeemable stock of subsidiary | 1,650 | 1,529 |
| Equity | ||
| Venture Global, Inc. stockholders' equity | ||
| Class A common stock, par value $0.01 per share (477 million and 2,350 million shares issued and outstanding as of September 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 September 30, 2025 and December 31, 2024, respectively) | 20 | — |
| Additional paid in capital | 2,214 | 512 |
| Retained earnings | 3,694 | 2,611 |
| Accumulated other comprehensive loss | (240) | (249) |
| Total Venture Global, Inc. stockholders' equity | 5,692 | 2,897 |
| Non-controlling interests | 3,479 | 3,470 |
| Total equity | 9,171 | 6,367 |
| TOTAL LIABILITIES AND EQUITY | $50,079 | $43,491 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share information)
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| REVENUE | $3,329 | $926 | $9,324 | $3,448 |
| OPERATING EXPENSE | ||||
| Cost of sales (exclusive of depreciation and amortization shown separately below) | 1,388 | 272 | 3,866 | 937 |
| Operating and maintenance expense | 245 | 143 | 714 | 378 |
| General and administrative expense | 105 | 77 | 313 | 224 |
| Development expense | 53 | 156 | 292 | 511 |
| Depreciation and amortization | 218 | 89 | 701 | 229 |
| Total operating expense | 2,009 | 737 | 5,886 | 2,279 |
| INCOME FROM OPERATIONS | 1,320 | 189 | 3,438 | 1,169 |
| OTHER INCOME (EXPENSE) | ||||
| Interest income | 27 | 53 | 121 | 187 |
| Interest expense, net | (421) | (128) | (1,007) | (467) |
| Gain (loss) on interest rate swaps | (144) | (480) | (448) | 70 |
| Loss on financing transactions | (141) | (6) | (204) | (14) |
| Loss on foreign currency transactions | (4) | — | (4) | — |
| Total other income (expense), net | (683) | (561) | (1,542) | (224) |
| INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) | 637 | (372) | 1,896 | 945 |
| Income tax expense (benefit) | 87 | (78) | 354 | 189 |
| NET INCOME (LOSS) | 550 | (294) | 1,542 | 756 |
| Less: Net income attributable to redeemable stock of subsidiary | 44 | 37 | 121 | 107 |
| Less: Net income attributable to non-controlling interests | 10 | 15 | 26 | 44 |
| Less: Dividends on VGLNG Series A Preferred Shares | 67 | 1 | 202 | 1 |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $429 | $(347) | $1,193 | $604 |
| BASIC EARNINGS (LOSS) PER SHARE | ||||
| Net income (loss) attributable to common stockholders per share—basic | $0.18 | $(0.15) | $0.49 | $0.26 |
| Weighted average number of shares of common stock outstanding—basic(a) | 2,433 | 2,350 | 2,418 | 2,350 |
| DILUTED EARNINGS (LOSS) PER SHARE | ||||
| Net income (loss) attributable to common stockholders per share—diluted | $0.16 | $(0.15) | $0.45 | $0.23 |
| Weighted average number of shares of common stock outstanding—diluted(a) | 2,641 | 2,350 | 2,639 | 2,577 |
(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 endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| NET INCOME (LOSS) | $550 | $(294) | $1,542 | $756 |
| Other comprehensive income | ||||
| Cash flow hedges, net | ||||
| Reclassification to earnings, net of income tax expense of $0, $1, $2 and $2, respectively | 3 | 2 | 9 | 8 |
| COMPREHENSIVE INCOME (LOSS) | 553 | (292) | 1,551 | 764 |
| Less: Comprehensive income attributable to redeemable stock of subsidiary | 44 | 37 | 121 | 107 |
| Less: Comprehensive income attributable to non-controlling interests | 11 | 15 | 26 | 44 |
| Less: Dividends on VGLNG Series A Preferred Shares | 67 | 1 | 202 | 1 |
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $431 | $(345) | $1,202 | $612 |
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 |
| Net income | — | — | — | — | — | 429 | — | 429 | 77 |
| Stock-based compensation | 21 | — | — | — | 34 | — | — | 34 | — |
| Dividends declared on common stock | — | — | — | — | — | (42) | — | (42) | — |
| Subsidiary distributions | — | — | — | — | — | — | — | — | (135) |
| Other comprehensive income | — | — | — | — | — | — | 2 | 2 | 1 |
| BALANCE AT SEPTEMBER 30, 2025 | 477 | $4 | 1,969 | $20 | $2,214 | $3,694 | $(240) | $5,692 | $3,479 |
| 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 |
| Net income (loss) | — | — | — | — | — | (346) | — | (346) | 15 |
| Stock-based compensation | — | — | — | — | 6 | — | — | 6 | — |
| Dividends declared on common stock | — | — | — | — | — | (160) | — | (160) | — |
| Subsidiary distributions | — | — | — | — | — | — | — | — | (15) |
| Other comprehensive income | — | — | — | — | — | — | 2 | 2 | — |
| Issuance of VGLNG Preferred Shares, net | — | — | — | — | — | — | — | — | 2,900 |
| BALANCE AT SEPTEMBER 30, 2024 | 2,350 | $23 | — | $— | $508 | $1,673 | $(252) | $1,952 | $3,475 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months endedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| OPERATING ACTIVITIES | ||
| Net income | $1,542 | $756 |
| Adjustments to reconcile net income to net cash from operating activities: | ||
| (Gain) loss on derivatives, net | 539 | (70) |
| Cash from settlement of derivatives, net | 994 | 160 |
| Loss on financing transactions | 204 | 14 |
| Deferred taxes | 350 | 186 |
| Non-cash interest expense | 101 | 55 |
| Depreciation and amortization | 701 | 229 |
| Stock-based compensation | 34 | 18 |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (279) | 169 |
| Inventory | (56) | (129) |
| Prepaid expenses and other current assets | (9) | 18 |
| Accounts payable and accrued liabilities | 345 | 51 |
| Other, net | (11) | 19 |
| Net cash from operating activities | 4,455 | 1,476 |
| INVESTING ACTIVITIES | ||
| Purchases of property, plant and equipment | (9,740) | (10,058) |
| Other investing activities | 163 | (378) |
| Net cash used by investing activities | (9,577) | (10,436) |
| FINANCING ACTIVITIES | ||
| Proceeds from issuance of debt | 6,500 | 1,584 |
| Proceeds from project credit facilities | 4,890 | 5,410 |
| IPO issuance of Class A common stock | 1,750 | — |
| Proceeds from issuance of VGLNG Series A Preferred Shares | — | 3,000 |
| Repayment of debt | (7,697) | (859) |
| Payments of financing and issuance costs | (898) | (95) |
| Payments of dividends and subsidiary distributions | (423) | (83) |
| Other financing activities | (72) | (234) |
| Net cash from financing activities | 4,050 | 8,723 |
| Net decrease in cash, cash equivalents and restricted cash | (1,072) | (237) |
| Cash, cash equivalents and restricted cash at beginning of period | 4,614 | 5,872 |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $3,542 | $5,635 |
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. Certain prior period amounts have been reclassified to conform to current period presentation.
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 15 – 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:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Current restricted cash | ||
| Debt service reserves | $190 | $141 |
| Other project reserves | 144 | 28 |
| Total current restricted cash | $334 | $169 |
| Noncurrent restricted cash | ||
| Construction reserves | $1,224 | $611 |
| Debt service reserves | 105 | 226 |
| Total noncurrent restricted cash | $1,329 | $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:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Cash and cash equivalents | $1,879 | $3,608 |
| Current restricted cash | 334 | 169 |
| Noncurrent restricted cash | 1,329 | 837 |
| Cash, cash equivalents, and restricted cash per the condensed consolidated statements of cash flows | $3,542 | $4,614 |
Note 3 –Revenue from Contracts with Customers
The Company has entered into numerous contracts for the sale of LNG to third-party customers. The Company's customers generally purchase LNG for a price which includes a fixed liquefaction fee per MMBtu of LNG (a portion of which is subject to annual adjustment for inflation) plus a variable commodity fee per MMBtu of LNG indexed to Henry Hub. The fixed liquefaction fee component under the Company's post-COD SPAs is the amount owed to the Company regardless of a cancellation or suspension of LNG cargo deliveries by its customers. The variable commodity fee component is the amount generally payable to the Company only upon delivery of LNG. The Company's LNG sales agreements include provisions for contingent payments for non-performance, delays, or other damages, which may be due from the Company, and represent variable consideration. Any estimates for contingent payments are based on either the Company's best estimate of the most likely outcome or the expected value, depending on which method best predicts the total net consideration to which the Company will be entitled over the term of the LNG sales agreement. Payments, and estimates for contingent payments, are recognized as a reduction to the transaction price (as an adjustment to the fixed liquefaction fee) as LNG is delivered to customers over the term of the LNG sales agreement.
Liabilities associated with estimates for contingent payments are limited to any rights to payment from customers (i.e., for satisfied performance obligations) that are in excess of the recognized transaction price until the uncertainty around the obligation, including its value, is resolved. A liability is not recognized for estimates of contingent payments until the earlier of when consideration received from a customer exceeds the transaction price allocated to satisfied performance obligations, or a contingent payment becomes a fixed financial obligation.
LNG produced prior to the relevant project or phase thereof reaching COD is sold under short- or mid-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 liquefaction fee plus a variable commodity fee per MMBtu of LNG. The Calcasieu Project post-COD 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.
The following table summarizes the disaggregation of revenue earned from contracts with customers:
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| LNG revenue | $3,309 | $921 | $9,269 | $3,431 |
| Other revenue | 20 | 5 | 55 | 17 |
| Total revenue | $3,329 | $926 | $9,324 | $3,448 |
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 for legally enforceable sales agreements 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):
| September 30, 2025 | ||
|---|---|---|
| Unsatisfied transaction price(a) | Weighted average recognition timing (in years) | |
| LNG revenue | $270.8 | 19.6 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 i) 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 ii) reductions to the transaction price to reflect management's best estimate of variable consideration. This variable consideration relates to thefive pending disputes with Calcasieu Project post-COD SPA customers who are asserting that the Calcasieu Project was delayed in declaring COD under the respective post-COD SPAs.
On October 8, 2025, the Company was notified that a partial final award had been issued in the arbitration proceedings with BP Gas Marketing Limited (“BP”). Remedies were not addressed in the partial final award and will be determined in a separate damages hearing. A final award is expected to be issued following the damages portion of the hearing. Based on the terms of the partial final award, the Company does not anticipate that the final award will be subject to the seller aggregate liability limitation in the BP post-COD SPA. The remedies sought by BP include damages in excess of $1.0 billion, as well as interest, costs and attorneys’ fees. Four of the Calcasieu Project's other customers are disputing whether the liability limitations in the Company's post-COD SPAs are applicable, and therefore are claiming damages, including amounts in excess of the liability limitations. The Company believes the disputes with these other customers are subject to the aggregate liability limitations of $765 million under the applicable post-COD SPAs.
Note 4 –Inventory
The following table summarizes the components of inventory:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Spare parts and materials | $138 | $89 |
| LNG | 33 | 36 |
| LNG in-transit | 41 | 36 |
| Other | 15 | 10 |
| Total inventory | $227 | $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 | September 30,2025 | December 31,2024 | |
|---|---|---|---|
| Terminal and interconnected pipeline facilities(a) | 7-47 | $30,843 | $18,698 |
| Construction in progress | N/A | 6,955 | 10,773 |
| Advanced equipment and construction payments | N/A | 4,790 | 4,733 |
| LNG tankers | 25 | 1,504 | 630 |
| Other(b) | 2-35 | 661 | 633 |
| Total property, plant and equipment at cost | 44,753 | 35,467 | |
| Accumulated depreciation | (1,495) | (792) | |
| Total property, plant and equipment, net | $43,258 | $34,675 |
(a)During the nine months ended September 30, 2025, the Company extended the probable remaining terms of certain land leases and therefore extended the estimated useful lives of the terminal assets previously constrained by the terms of the land lease to which they are affixed. This resulted in a $88 million reduction to depreciation expense, or $0.04 and $0.03 increase in basic and diluted earnings per share, respectively, for the three and nine months ended September 30, 2025. See Note 6 – Leases for further discussion.
(b)Includes land, which does not depreciate, buildings, and finance lease assets. See Note 6 – Leasesfor further discussion.
During the nine months ended September 30, 2025, the CP2 Project was deemed 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 and July 2025, the Company acquired the remaining equity ownership interests in Kagami 1 and Kagami 2, respectively. The purchases of Kagami 1 and Kagami 2 were recognized prospectively as asset acquisitions of the LNG tankers named Venture Acadia and Venture Creole, respectively. See Note 7 – Equity Method Investmentsfor further discussion.
During the nine months ended September 30, 2025, the Company recognized $62 million of net proceeds, after deducting the cost of feed gas, from Test LNG sales as a reduction to the cost basis of the Plaquemines Project LNG terminal.
As of September 30, 2025, $23.2 billion, which represents a portion of the Plaquemines Project's property, plant and equipment, has been placed in service in accordance with the applicable 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 endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Depreciation expense | $216 | $87 | $693 | $224 |
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.
During the nine months ended September 30, 2025, the Company determined that it was reasonably certain to exercise certain options to renew various land leases thereby extending the probable remaining lease terms. This was recognized as a lease modification and resulted in an increase in right-of-use assets in exchange for operating lease liabilities of $88 million.
The following table presents the line item classification of right-of-use assets and lease liabilities on the condensed consolidated balance sheets:
| Line item | September 30,2025 | December 31,2024 | |
|---|---|---|---|
| Right-of-use assets—operating | Right-of-use assets | $760 | $602 |
| Right-of-use assets—finance | Property, plant and equipment, net | 285 | 279 |
| Total right-of-use assets | $1,045 | $881 | |
| Current operating lease liabilities | Accrued and other liabilities | $78 | $81 |
| Current finance lease liabilities | Accrued and other liabilities | 9 | 10 |
| Noncurrent operating lease liabilities | Noncurrent operating lease liabilities | 708 | 536 |
| Noncurrent finance lease liabilities | Other noncurrent liabilities | 250 | 248 |
| Total lease liabilities | $1,045 | $875 |
The Company's lease costs are presented in various line items consistent with the underlying nature of the lease. The following table presents the components of total lease costs included in the condensed consolidated statements of operations.
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating lease cost | $37 | $28 | $98 | $69 |
| Finance lease cost | 7 | 8 | 26 | 20 |
| Total lease cost | $44 | $36 | $124 | $89 |
Note 7 –Equity Method Investments
The following table presents equity method investment ownership interests and carrying values:
| September 30, 2025 · December 31, 2024 | ||||
|---|---|---|---|---|
| Equity method investment | Ownership interest | Carrying value(a) | Ownership interest | Carrying value |
| Kagami 1 | 100% | $— | 39% | $164 |
| Kagami 2 | 100% | — | 39% | 163 |
| Total | $— | $327 | ||
(a)As of September 30, 2025, the LNG tankers held by Kagami 1 and Kagami 2 are recognized as property, plant and equipment. See Note 5 – Property, Plant and Equipment for further discussion.
Kagami Companies
In 2023, the Company began acquiring equity interests in Kagami 1 and Kagami 2. The Kagami Companies each purchasedone LNG tanker. The equity method investments were recognized within other noncurrent assets and held by the DS&S reportable segment.
In May 2025 and July 2025, the Company completed the acquisitions of the full equity ownership interests in Kagami 1 and Kagami 2, respectively, through a series of transactions, for a total purchase price of $540 million. Prior to the acquisitions, Kagami 1 and Kagami 2 were VIEs in which the Company was not the primary beneficiary since it lacked the power to make significant decisions, and were accordingly recognized as equity method investments. See Note 5 – Property, Plant and Equipmentfor further discussion.
Note 8 –Accrued and Other Liabilities
Components of accrued and other liabilities included:
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Accrued construction and equipment costs | $714 | $620 |
| Accrued interest | 427 | 361 |
| Accrued natural gas purchases | 487 | 267 |
| Accrued compensation | 218 | 191 |
| Accrued dividends and distributions | — | 95 |
| Other | 274 | 282 |
| Total accrued and other liabilities | $2,120 | $1,816 |
Note 9 –Asset Retirement Obligations
During the nine months ended September 30, 2025, the Company extended the probable remaining terms of certain land leases. In connection with the extension, the Company revised the estimated settlement dates for certain asset retirement obligations resulting in an aggregate reduction of $339 million to the corresponding asset and liability. The total obligation as of September 30, 2025, and December 31, 2024, was $199 million and $502 million, respectively. See Note 6 – Leases for further discussion.
Note 10 –Debt
The following table summarizes outstanding debt:
| Maturity | Interest rate | September 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 2034 Notes | January 15, 2034 | 6.500% | 2,000 | — |
| VGPL 2035 Notes | May 1, 2035 | 7.750% | 1,250 | — |
| VGPL 2036 Notes | January 15, 2036 | 6.750% | 2,000 | — |
| Other fixed rate debt(c) | September 5, 2029 | 7.600% | 84 | 84 |
| Variable rate: | ||||
| Calcasieu Pass Construction Term Loan | 855 | 997 | ||
| Plaquemines Construction Term Loan | 5,701 | 12,635 | ||
| Plaquemines Working Capital Facility | 154 | 85 | ||
| CP2 Construction Term Loan | 100 | — | ||
| CP2 Holdings EBL Facilities | 3,000 | — | ||
| Blackfin TLA Facility | 54 | — | ||
| Blackfin TLB Facility(d) | 1,050 | — | ||
| Total outstanding debt | 33,248 | 29,551 | ||
| Less: Unamortized debt discount, premium and issuance costs | (649) | (275) | ||
| Total outstanding debt, net | 32,599 | 29,276 | ||
| Less: Current portion of long-term debt, net | (856) | (190) | ||
| Total long-term debt, net | $31,743 | $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)Issued at 99.500% of par.
Fixed rate debt
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 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 of the VGPL Senior Secured Notes, Plaquemines incurred debt issuance costs of $134 million primarily related to lender fees which will be amortized over the term of the notes.
In connection with the issuances, 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 $869 million. See Note 11 – Derivatives for further discussion. The net proceeds from the issuances and swap breakage proceeds were used to prepay $7.2 billion outstanding under the Plaquemines Construction Term Loan and to pay costs incurred in connection with the offerings. The prepayments were accounted for as partial extinguishments resulting in a $163 million loss on financing transactions during the nine months ended September 30, 2025.
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.
Variable rate debt — LNG projects
Below is a summary of committed credit facilities outstanding for our LNG projects as of September 30, 2025:
| Calcasieu Pass Credit Facilities(a) · Plaquemines Credit Facilities(b) · CP2 Credit Facilities(c) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Calcasieu Pass Construction Term Loan · Calcasieu Pass Working Capital Facility · Plaquemines Construction Term Loan · Plaquemines Working Capital Facility · CP2 Construction Term Loan · CP2 Working Capital Facility · CP2 Holdings EBL Facilities(d) | |||||||||||||||
| Original facility size | $5,477 | $300 | $8,459 | $1,100 | $11,250 | $850 | $3,000 | ||||||||
| Incremental commitments | — | 255 | 4,489 | 1,000 | — | — | — | ||||||||
| Less: | |||||||||||||||
| Outstanding balances | 855 | — | 5,701 | 154 | 100 | — | 3,000 | ||||||||
| Commitments prepaid or terminated | 4,622 | — | 7,247 | — | — | — | — | ||||||||
| Letters of credit issued | — | 299 | — | 1,337 | — | 110 | — | ||||||||
| Available commitments | $— | $256 | $— | $609 | $11,150 | $740 | $— | ||||||||
| Priority ranking | Senior secured | Senior secured | Senior secured | Senior secured | Senior secured | Senior secured | Senior secured | ||||||||
| Interest rate on outstanding balances | SOFR + | SOFR + | SOFR + | SOFR + | SOFR + | SOFR + | SOFR + | ||||||||
| 2.375% to 2.875% | 2.375% to 2.875% | 1.975% to 2.625% | 1.975% to 2.625% | 2.250% to 2.750% | 2.250% to 2.750% | 3.500% | |||||||||
| or | or | or | or | or | or | or | |||||||||
| base rate + | base rate + | base rate + | base rate + | base rate + | base rate + | base rate + | |||||||||
| 1.375% to 1.875% | 1.375% to 1.875% | 0.875% to 1.375% | 0.875% to 1.375% | 1.250% to 1.750% | 1.250% to 1.750% | 2.500% | |||||||||
| Commitment fees on undrawn balance | 0.831% | 1.006% | 0.656% | 0.656% | 0.788%to 0.963% | 0.788%to 0.963% | N/A | ||||||||
| Maturity date | August 19, 2026 | August 19, 2026 | May 25, 2029 | May 25, 2029 | July 28, 2032 | July 28, 2032 | July 28, 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.
(d)CP2 Holdings as the borrower has pledged all its assets as collateral to secure its obligations under the CP2 Holdings EBL Facilities.
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 incurred commitment fees of 35% of the set margin rate on the undrawn available commitments of the CP2 Bridge Facilities. In connection with the issuance of the CP2 Bridge Facilities, CP2 incurred debt issuance costs of $95 million primarily related to lender fees which will be amortized over the term of the credit facility.
In July 2025, the Company prepaid in full the $1.1 billion outstanding balance under the CP2 Bridge Facilities using proceeds from the CP2 Holdings EBL Facilities entered into in connection with FID for the first phase of the CP2
Project, discussed below. Of the total prepayment, $308 million was accounted for as a debt extinguishment and $777 million was accounted for as a debt modification. This resulted in the write-off of $25 million of previously capitalized deferred issuance costs and $16 million in fees paid to the extinguished lenders recognized as loss on financing transactions in the condensed consolidated statements of operations during the nine months ended September 30, 2025.
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. The Company, through its subsidiary CP2 Holdings, entered into the $3.0 billion CP2 Holdings EBL Facilities. Furthermore, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into the $12.1 billion aggregate senior secured CP2 Credit Facilities. Additional details regarding these transactions follows.
CP2 Holdings EBL Facilities
In July 2025, CP2 Holdings, as borrower, 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 Holdings EBL Facilities"). In connection with the issuance of the CP2 Holdings EBL Facilities, CP2 Holdings incurred debt issuance costs of $95 million primarily related to new and modified lender fees which are amortized over the term of the credit facility. 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.
The CP2 Holdings EBL Facilities are subject to mandatory prepayment provisions, including provisions which would require prepayment with the proceeds of additional indebtedness or prepayment upon receipt of certain net proceeds from the sale of commissioning cargos generated by the Plaquemines Project. The CP2 Holdings EBL Facilities can be voluntarily prepaid at any time without premium or penalty.
CP2 Credit Facilities
In July 2025, CP2, as borrower, and CP2 Procurement and CP Express, as guarantors, entered into $12.1 billion aggregate senior secured credit facilities, consisting of the $11.3 billion CP2 Construction Term Loan and the $850 million CP2 Working Capital Facility. In connection with the issuance of the CP2 Credit Facilities, CP2 incurred debt issuance costs of $460 million primarily related to lender fees which are amortized over the term of the credit facility. Proceeds from the CP2 Credit Facilities will be used to fund the costs of financing, developing, constructing, and placing in service the first phase of the CP2 Project.
The CP2 Credit Facilities can be voluntarily prepaid at any time without premium or penalty.
Variable rate debt — pipeline infrastructure projects
Below is a summary of committed credit facilities outstanding for the Company's pipeline infrastructure projects as of September 30, 2025:
| Blackfin Credit Facilities(a) | ||||||
|---|---|---|---|---|---|---|
| Blackfin TLA Facility · Blackfin TLB Facility · Blackfin Working Capital Facility | ||||||
| Original facility size | $425 | $1,050 | $75 | |||
| Less: | ||||||
| Outstanding balances | 54 | 1,050 | — | |||
| Available commitments | $371 | $— | $75 | |||
| Priority ranking | Senior secured | Senior secured | Senior secured | |||
| Interest rate on outstanding balances | SOFR + 2.250% | SOFR + 3.000% | SOFR + 2.250% | |||
| or | or | or | ||||
| base rate + 1.250% | base rate + 2.000% | base rate + 1.250% | ||||
| Commitment fees on undrawn balance | 0.438% to 0.875% | N/A | 0.438% to 0.875% | |||
| Maturity date | September 29, 2030 | September 29, 2032 | September 29, 2030 | |||
(a)Blackfin, as borrower, has pledged all its assets as collateral to secure its obligations under the Blackfin Credit Facilities.
Blackfin Credit Facilities
In September 2025, Blackfin, as borrower, entered into $1.6 billion aggregate senior secured facilities, consisting of a $1.1 billion secured term loan facility (the "Blackfin TLB Facility") and a $425 million secured construction term loan facility (the "Blackfin TLA Facility") and a $75 million secured revolving loan and letter of credit facility (the "Blackfin Working Capital Facility", and together with the Blackfin TLA Facility and the Blackfin TLB Facility, the "Blackfin Credit Facilities"). In connection with the issuance of the Blackfin Credit Facilities, Blackfin incurred debt issuance costs of $41 million primarily related to lender fees which will be amortized over the term of the credit facility. 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.
The Blackfin Credit Facilities can be voluntarily prepaid at any time without penalty.
Interest expense on debt
The following table presents the total interest expense incurred on debt and other instruments:
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Stated interest | $582 | $503 | $1,650 | $1,375 |
| Amortization of debt discounts, premiums and issuance costs | 48 | 34 | 118 | 106 |
| Other interest and fees | 32 | 15 | 61 | 55 |
| Total interest cost | 662 | 552 | 1,829 | 1,536 |
| Capitalized interest | (241) | (424) | (822) | (1,069) |
| Total interest expense, net | $421 | $128 | $1,007 | $467 |
Note 11 –Derivatives
The Company has entered into interest rate swaps to mitigate its exposure to variability in interest payments associated with certain variable rate debt. None of the Company's interest rate swaps was designated as cash flow hedges as of September 30, 2025 or December 31, 2024.
During the nine months ended September 30, 2025, the Company settled a pro rata portion of the interest rate swaps associated with the Plaquemines Credit Facilities and received $869 million of cash proceeds. See Note 10 – Debtfor further discussion.
The following table summarizes outstanding interest rate swaps:
| Outstanding notional | ||||||
|---|---|---|---|---|---|---|
| Debt instrument | Latest maturity | Receivevariable rate | Payfixed rate(d) | Maximum notional | September 30,2025 | December 31,2024 |
| Plaquemines Credit Facilities | 2046(a) | Compounding SOFR | 2.46% | $4,633 | $4,633 | $8,089 |
| Calcasieu Pass Credit Facilities | 2036(b) | Compounding SOFR | 2.56% | 831 | 831 | 969 |
| CP2 Credit Facilities | 2049(c) | Compounding SOFR | 4.04% | 9,527 | 84 | — |
| Total notional | $14,991 | $5,548 | $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)Subject to mandatory early termination provisions under which certain interest rate swaps will settle at fair value in July 2032.
(d)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 September 30, 2025.
None of the Company's natural gas supply contracts was designated as hedges as of September 30, 2025 or December 31, 2024.
The following table summarizes outstanding natural gas supply contracts recognized as derivatives (notional amount in millions of MMBtus):
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Natural gas supply contracts | Total notional | Latest maturity | Total notional | Latest maturity |
| Natural gas | 3,365 | 2039 | 2,048 | 2031 |
The following table summarizes the fair value and classification of derivatives on the condensed consolidated balance sheets:
| Balance sheet location | September 30,2025 | December 31,2024 | |
|---|---|---|---|
| Assets | |||
| Interest rate swaps | Derivative assets | $70 | $150 |
| Natural gas supply contracts | Derivative assets | 20 | 4 |
| Interest rate swaps | Noncurrent derivative assets | 359 | 1,459 |
| Natural gas supply contracts | Noncurrent derivative assets | 25 | 23 |
| Total assets | $474 | $1,636 | |
| Liabilities | |||
| Interest rate swaps | Accrued and other liabilities | $17 | $1 |
| Natural gas supply contracts | Accrued and other liabilities | 38 | 12 |
| Interest rate swaps | Other noncurrent liabilities | 242 | 2 |
| Natural gas supply contracts | Other noncurrent liabilities | 95 | 12 |
| Total liabilities | $392 | $27 | |
The following table presents the pre-tax effects of derivative instruments recognized in earnings:
| Three months endedSeptember 30, · Nine months endedSeptember 30, | |||||
|---|---|---|---|---|---|
| Line item | 2025 | 2024 | 2025 | 2024 | |
| Natural gas supply contracts | Cost of sales | $(24) | $— | $91 | $— |
| Interest rate swaps | Gain (loss) on interest rate swaps | (144) | (480) | (448) | 70 |
The following table presents the gross and net fair value of outstanding derivatives:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Gross balance | Balance subject to netting | Net balance | Gross balance | Balance subject to netting | Net balance | |
| Derivative assets | $477 | $(3) | $474 | $1,648 | $(12) | $1,636 |
| Derivative liabilities | (395) | 3 | (392) | (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 September 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 $259 million as of September 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 September 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 $62 million as of September 30, 2025.
Note 12 –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:
| September 30, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||||||
| Money market funds(a) | $347 | $— | $— | $347 | $1,373 | $— | $— | $1,373 |
| Interest rate swaps(b) | — | 429 | — | 429 | — | 1,609 | — | 1,609 |
| Natural gas supply contracts(b) | — | 1 | 47 | 48 | — | — | 39 | 39 |
| Total | $347 | $430 | $47 | $824 | $1,373 | $1,609 | $39 | $3,021 |
| Liabilities | ||||||||
| Interest rate swaps(c) | $— | $259 | $— | $259 | $— | $3 | $— | $3 |
| Natural gas supply contracts(c) | — | 15 | 121 | 136 | — | 3 | 33 | 36 |
| Total | $— | $274 | $121 | $395 | $— | $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 Plaquemines Credit Facilities, the Calcasieu Pass Credit Facilities, and the CP2 Credit Facilities 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 11 – 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 11 – Derivativesfor further discussion.
The following table includes quantitative information for the unobservable inputs for Level 3 natural gas supply contracts as of September 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(a) | $1.62 to $5.34 | $3.47 |
| Option pricing model | Volatility | 23.1% to 88.6% | 30.5% |
(a) At illiquid delivery locations.
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 nine months ended September 30, 2025. There were no derivative instruments measured at fair value using Level 3 inputs for the three and nine months ended September 30, 2024.
| Natural gas supply contracts | |
|---|---|
| Beginning balance as of July 1, 2025 | $(102) |
| Total realized and unrealized loss included in earnings | — |
| Settlements | 27 |
| Transfer out of Level 3 | 1 |
| Ending balance as of September 30, 2025 | $(74) |
| Unrealized gain included in earnings | $27 |
| Natural gas supply contracts | |
|---|---|
| Beginning balance as of January 1, 2025 | $6 |
| Total realized and unrealized loss included in earnings | (141) |
| Settlements | 60 |
| Transfer out of Level 3 | 1 |
| Ending balance as of September 30, 2025 | $(74) |
| Unrealized loss included in earnings | $(81) |
Other financial instruments
The following table presents the fair value of outstanding debt instruments in the condensed consolidated balance sheets:
| Level | September 30,2025 | December 31,2024 | |
|---|---|---|---|
| Fixed rate debt | 1 | $23,314 | $16,085 |
| Variable and other fixed rate debt(a) | 2 | 10,993 | 13,801 |
(a) Carrying value approximates estimated fair value.
Note 13 –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 13.7% and 18.7% for the three and nine months ended September 30, 2025, respectively, 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 21.0% and 20.0% for the three and nine months ended September 30, 2024, respectively, 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 September 30, 2025, VGLNG and Calcasieu Holdings, subsidiaries of the Company, were under exam by the Internal Revenue Service for the 2022 tax year.
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 changes introduced by the Act did not have a material impact on the Company’s annual effective tax rate for 2025.
Note 14 –Commitments and 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 September 30, 2025.
Disputes with certain customers under the Calcasieu Project's post-COD SPAs are accounted for under ASC 606, Revenue from Contracts with Customers. See Note 3 – Revenue from Contracts with Customers for discussion of certain disputes with customers.
Credit arrangements
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.
Note 15 –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 the 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:
| September 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
On September 9, 2025, the Company's board of directors declared a dividend of $0.02 per share to holders of its outstanding common stock, which was paid on September 30, 2025 in the amount of $42 million.
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.
Note 16 –Redeemable Stock of Subsidiary
The following table summarizes the change in redeemable stock of subsidiary on the condensed consolidated balance sheets:
| Three months endedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of July 1 | $1,606 | $1,455 |
| Paid-in-kind distributions(a) | 44 | 37 |
| Ending balance as of September 30, 2025 | $1,650 | $1,492 |
| Nine months endedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of January 1 | $1,529 | $1,385 |
| Paid-in-kind distributions(a) | 121 | 107 |
| Ending balance as of September 30, 2025 | $1,650 | $1,492 |
(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 through August 19, 2027, no distributions of available cash are permitted from Calcasieu Funding to Venture Global or its affiliates 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 Venture Global or its affiliates 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 September 30, 2025, the CP Funding Redeemable Preferred Units had a redemption value of $1.7 billion of which $750 million was related to accrued distributions.
Note 17 –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 nine months ended September 30, 2025, the Company accumulated $67 million, or $22.50 per share, and $202 million, or $67.50 per share, respectively, of dividends on the VGLNG Series A Preferred Shares. During the three and nine months ended September 30, 2025, the Company declared and paid $135 million, or $45.00 per share, and $270 million, or $90.00 per share, respectively. The balance of accumulated but undeclared dividends was $1 million, or $0.25 per share and $68 million, or $22.75 per share, as of September 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 endedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of July 1 | $572 | $575 |
| Net income attributable to non-controlling interests | 10 | 15 |
| Other comprehensive income | 1 | — |
| Distributions | — | (15) |
| Ending balance as of September 30, 2025 | $583 | $575 |
| Nine months endedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance as of January 1 | $575 | $575 |
| Net income attributable to non-controlling interests | 26 | 44 |
| Distributions | (18) | (44) |
| Ending balance as of September 30, 2025 | $583 | $575 |
Note 18 –Earnings (Loss) per Share
Earnings (Loss) 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 (loss) per share attributable to the Class A and the Class B common stock outstanding (amounts in millions, except per share amounts):
| Three months endedSeptember 30, | Nine months endedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income (loss) | $550 | $(294) | $1,542 | $756 |
| Less: Net income attributable to redeemable stock of subsidiary | 44 | 37 | 121 | 107 |
| Less: Net income attributable to non-controlling interests | 10 | 15 | 26 | 44 |
| Less: Dividends on VGLNG Series A preferred shares | 67 | 1 | 202 | 1 |
| Net income (loss) attributable to common stockholders | $429 | $(347) | $1,193 | $604 |
| Weighted average shares of common stock outstanding | ||||
| Basic | 2,433 | 2,350 | 2,418 | 2,350 |
| Dilutive stock options outstanding | 208 | — | 221 | 227 |
| Diluted | 2,641 | 2,350 | 2,639 | 2,577 |
| Net income (loss) attributable to common stockholders per share—basic(a) | $0.18 | $(0.15) | $0.49 | $0.26 |
| Net income (loss) attributable to common stockholders per share—diluted(a) | $0.16 | $(0.15) | $0.45 | $0.23 |
(a) Earnings (Loss) per share may not recalculate exactly due to rounding.
As of September 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 nine months ended September 30, 2025, because their effect would have been anti-dilutive.
As of September 30, 2024,223 million and 1 million outstanding stock options to purchase the Company's Class A common stock were excluded from the calculation of diluted net income (loss) attributable to common stockholders for the three and nine months ended September 30, 2024, respectively, because their effect would have been anti-dilutive.
Note 19 –Supplemental Cash Flow Information
The following table sets forth supplemental disclosure of cash flow information:
| Nine months endedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Accrued purchases of property, plant and equipment | $1,661 | $1,863 |
| Cash paid for interest, net of amounts capitalized | 728 | 292 |
| Conversion of equity method investment to property, plant and equipment | 327 | 319 |
| Accrued dividends and distributions | — | 135 |
| Paid-in-kind distribution on redeemable stock of subsidiary | 121 | 107 |
| Right-of-use assets in exchange for new finance lease liabilities | 6 | 178 |
| Right-of-use assets in exchange for new operating lease liabilities | 224 | 180 |
| Asset retirement obligation additions | 17 | 56 |
| Cash paid for operating leases | 98 | 58 |
| Conversion of mitigation credits to property, plant and equipment | 30 | — |
| Accrued financing and issuance costs | 4 | 40 |
| Cash paid for income taxes | 1 | 9 |
Note 20 –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 (loss) before income tax expense on the condensed consolidated statements of operations for the periods indicated.
| Three months ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total | |||||||
| Revenue | $711 | $2,525 | $— | $688 | $(595) | $3,329 | |
| Operating expense | |||||||
| Cost of sales | 463 | 973 | — | 556 | (604) | 1,388 | |
| Operating and maintenance expense | 82 | 99 | 10 | 61 | (7) | 245 | |
| General and administrative expense | 3 | 16 | 13 | 2 | 71 | 105 | |
| Development expense | — | 13 | 22 | — | 18 | 53 | |
| Depreciation and amortization | 46 | 142 | — | 13 | 17 | 218 | |
| Total operating expense | 594 | 1,243 | 45 | 632 | (505) | 2,009 | |
| Income (loss) from operations | $117 | $1,282 | $(45) | $56 | $(90) | $1,320 | |
| Interest income | 27 | ||||||
| Interest expense, net | (421) | ||||||
| Loss on interest rate swaps | (144) | ||||||
| Loss on financing transactions | (141) | ||||||
| Loss on foreign currency transactions | (4) | ||||||
| Income before income tax expense | $637 | ||||||
| Three months ended September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total | |||||||
| Revenue | $1,024 | $— | $— | $29 | $(127) | $926 | |
| Operating expense | |||||||
| Cost of sales | 297 | — | — | 28 | (53) | 272 | |
| Operating and maintenance expense | 105 | 26 | — | 26 | (14) | 143 | |
| General and administrative expense | 4 | 16 | 4 | 5 | 48 | 77 | |
| Development expense | 1 | 14 | 101 | — | 40 | 156 | |
| Depreciation and amortization | 77 | 1 | 1 | 5 | 5 | 89 | |
| Total operating expense | 484 | 57 | 106 | 64 | 26 | 737 | |
| Income (loss) from operations | $540 | $(57) | $(106) | $(35) | $(153) | $189 | |
| Interest income | 53 | ||||||
| Interest expense, net | (128) | ||||||
| Loss on interest rate swaps | (480) | ||||||
| Loss on financing transactions | (6) | ||||||
| Loss before income tax expense | $(372) | ||||||
| Nine months ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total | |||||||
| Revenue | $3,284 | $5,806 | $1 | $1,657 | $(1,424) | $9,324 | |
| Operating expense | |||||||
| Cost of sales | 1,595 | 2,395 | — | 1,317 | (1,441) | 3,866 | |
| Operating and maintenance expense | 300 | 264 | 10 | 157 | (17) | 714 | |
| General and administrative expense | 11 | 47 | 34 | 4 | 217 | 313 | |
| Development expense | — | 32 | 193 | — | 67 | 292 | |
| Depreciation and amortization | 176 | 450 | — | 27 | 48 | 701 | |
| Total operating expense | 2,082 | 3,188 | 237 | 1,505 | (1,126) | 5,886 | |
| Income (loss) from operations | $1,202 | $2,618 | $(236) | $152 | $(298) | $3,438 | |
| Interest income | 121 | ||||||
| Interest expense, net | (1,007) | ||||||
| Loss on interest rate swaps | (448) | ||||||
| Loss on financing transactions | (204) | ||||||
| Loss on foreign currency transactions | (4) | ||||||
| Income before income tax expense | $1,896 | ||||||
| Nine months ended September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Calcasieu Project · Plaquemines Project · CP2 Project · DS&S · Corporate, other and eliminations · Total | |||||||
| Revenue | $3,546 | $— | $— | $29 | $(127) | $3,448 | |
| Operating expense | |||||||
| Cost of sales | 964 | — | — | 28 | (55) | 937 | |
| Operating and maintenance expense | 296 | 73 | — | 28 | (19) | 378 | |
| General and administrative expense | 11 | 47 | 12 | 13 | 141 | 224 | |
| Development expense | 5 | 41 | 383 | 1 | 81 | 511 | |
| Depreciation and amortization | 204 | 2 | 1 | 5 | 17 | 229 | |
| Total operating expense | 1,480 | 163 | 396 | 75 | 165 | 2,279 | |
| Income (loss) from operations | $2,066 | $(163) | $(396) | $(46) | $(292) | $1,169 | |
| Interest income | 187 | ||||||
| Interest expense, net | (467) | ||||||
| Gain on interest rate swaps | 70 | ||||||
| Loss on financing transactions | (14) | ||||||
| Income before income tax expense | $945 | ||||||
| Capital expenditures · Total assets | ||||
|---|---|---|---|---|
| Nine months ended September 30, · September 30, · December 31, | ||||
| 2025 | 2024 | 2025 | 2024 | |
| Calcasieu Project | $72 | $184 | $6,830 | $7,181 |
| Plaquemines Project | 4,783 | 7,077 | 26,285 | 24,627 |
| CP2 Project | 2,835 | 1,386 | 8,684 | 3,643 |
| DS&S | 545 | 97 | 2,115 | 1,473 |
| Corporate, other and eliminations | 1,569 | 1,512 | 6,165 | 6,567 |
| Total | $9,804 | $10,256 | $50,079 | $43,491 |
Note 21 –Recent Accounting Pronouncements
The following table provides a description of recently issued accounting pronouncements that have not yet been adopted as of September 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 22 –Subsequent Events
In October 2025, the Company was notified that a partial final award had been issued in the arbitration proceedings with BP. See Note 3 – Revenue from Contracts with Customersfor further discussion.
On November 7, 2025, VGLNG entered into a revolving credit agreement (the “Credit Agreement”). The Credit Agreement provides for a senior secured revolving credit facility (the “VGLNG Facility”) under which VGLNG may borrow up to $2.0 billion with the option to increase the commitments or establish one or more incremental term facilities under the Credit Agreement in an amount that, together with all loans and unfunded commitments outstanding under the Credit Agreement, shall not exceed 7.500% of the consolidated total assets of VGLNG. The Credit Agreement and all borrowings thereunder will mature on November 7, 2030. The potential proceeds from future borrowings under the VGLNG Facility are available to be used for general corporate purposes of VGLNG and its subsidiaries. No borrowings were made under the VGLNG Facility on the signing date.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.