Title

Presentation

Venture Global, Inc. misses on earnings expectations. Reported EPS is $0.1624 EPS, expectations were $0.22.

Operator: Good morning, and welcome to the Venture Global Inc. Third Quarter 2025 Earnings Conference Call. At this time, I would like to turn the conference call over to Ben Nolan, Senior Vice President, Investor Relations. Please go ahead.

Benjamin Nolan: Thank you, Joanna. Good morning, everyone, and welcome to Venture Global Inc.’s Third Quarter 2025 Earnings Call. I’m joined this morning by Mike Sabel, Venture Global’s CEO, Executive Co-Chairman and Founder; Jack Thayer, our CFO; and other members of Venture Global management team. Before I begin, I would like to remind all listeners that our remarks, including answers to your questions, may contain forward-looking statements, and actual results could differ materially from what is described in these statements. I encourage you to refer to the disclaimers in our earnings presentation, which is available on the Investors section of our website. Additionally, we may include references to certain non-GAAP metrics such as consolidated adjusted EBITDA.

A reconciliation of these metrics to the most relevant GAAP measures can be found in the appendix of the earnings presentation posted on our website. Finally, the guidance in this presentation is only effective as of today. In general, we will not update guidance until the following quarter and will not update or affirm guidance other than through broadly disseminated public disclosure. I’ll now turn the call over to Mike Sabel.

Michael Sabel: Thank you, Ben. Good morning, everyone, and thank you for joining us today. We are pleased to share our third quarter 2025 results and update our guidance for 2025, which we believe is proving to be a year of strong project advancement, financial growth and operating performance for Venture Global. I’ll begin the call with an overview of our considerable third quarter 2025 key accomplishments and results before shifting to our LNG projects individually. I will then make some remarks on the LNG industry broadly before turning over the call to Jack, who will provide a more detailed review of our financial results and updated guidance for fiscal year 2025. Following all prepared remarks, we will open the call to Q&A.

Turning to Page 5 of the presentation. I’m incredibly proud of what we are building at Venture Global. Despite only shipping our first cargo in March of 2022, about 3.5 years ago, Venture Global is positioned to be one of the largest LNG producers in the world with expected production capacity of approximately 67 MTPA in operation or under construction today before additional brownfield expansions take us over 100 MTPA. The volume of achievements in our third quarter was nothing short of extraordinary by the team. The coordinated efforts and oversight required at every step of the journey have not been easy, but the team has worked incredibly hard to deliver affordable energy security to our partners throughout the world. We are applying that same level of relentless effort and rigorous execution to grow the business, harness the industry’s lowest cost LNG production strategy and pass that value on to our global customers and trade partners in the market.

Executing and operating at this scale and pace requires significant stakeholder engagement and support, regulatory advocacy, capital access, and most importantly, employee grit. Ours is a company with broad geopolitical impact that is playing a material part in the U.S. efforts to promote energy security and achieve better balance of trade globally. In fact, I just returned from Eastern Europe, where Venture Global executed a geopolitically important agreement to support energy security in the region, which I’ll comment on more in a moment. Moving to Page 6. The past several months demonstrate operational excellence at Calcasieu Pass, the swift ramp-up of production at Plaquemines while navigating complex construction and commissioning activities, and the deployment of significant resources at CP2 as we work to execute for our customers.

These efforts enabled Venture Global to generate $3.3 billion of revenue, $1.3 billion in income from operations, $429 million of net income attributable to common shareholders and $1.5 billion of consolidated adjusted EBITDA. These results represent increases of 260% for revenue, 598% for income from operations and 439% for consolidated adjusted EBITDA compared with the third quarter of 2024. It was an exceptional quarter for our company and the team. Considering our success year-to-date — successful year-to-date, our market outlook for the fourth quarter and the inclusion of certain noncash accounting charges for recent potential arbitration awards, we are marginally reducing and tightening the range of our EBITDA guidance for the year. This update reflects further operating visibility into the number of commissioning cargos we expect to produce at Plaquemines and the current fixed liquefaction fees we are contracting on those cargos for the remainder of the year.

Presently, we are seeing pricing for winter cargos which reflects static TTF prices and higher Henry Hub forwards, implying a compression of winter liquefaction spreads. As you will recall, last quarter, we had set a $1 per MMBtu change in price translated into a $230 million to $240 million change in our anticipated consolidated adjusted EBITDA. As we have contracted additional projected output since the end of our prior quarter, this market sensitivity has declined. However, this compression of margins on future unsold cargos during the fourth quarter, plus the timing of 2 DES loadings, where we load them and deliver them after the quarter, results in us marginally reducing our 2025 guidance range to $6.35 billion to $6.5 billion of consolidated adjusted EBITDA for 2025.

This range reflects a forecasted $4.50 per MMBtu to $5.50 per MMBtu fixed liquefaction fee range for available cargos remaining in the quarter, which is consistent with current TTF and JKM forward price expectations. Additionally, our projected results also incorporate reserve adjustments, which account for our best estimate of the financial impact of the Calcasieu Pass arbitration process. We anticipate updating the market with full year 2026 guidance next quarter. Please turn to Page 7. In my mind, the extraordinary list of accomplishments achieved in the past few months tells the story of Venture Global’s unwavering commitment to streamline high-impact execution in its growth to date. We were able to hit several major milestones, including 100 cargos exported in a single quarter.

And just a few days ago, we shipped our 500th cargo from Calcasieu Pass. Those achievements are remarkable, particularly given the relatively short operating history of the company. While these are significant operating achievements, everything starts with safety. I’m thankful to say that despite the speed at which we are constructing and developing our projects, the total reportable incident rate is still 10x better than the industry average. In addition to these operational successes, we also made incremental strides in sourcing capital to fund our growth. Specifically, the Blackfin joint venture raised $1.575 billion of financing, which enabled an almost $900 million return of capital to Venture Global. And last Friday, we finalized a new $2 billion revolving credit facility with a dozen banks which we expect will enhance our corporate liquidity and capital flexibility.

These financings build upon the $15.1 billion FID project financing for CP2 Phase 1 and the $4 billion of Plaquemines senior secured notes we completed early in the quarter. Year-to-date, we have now raised approximately $30 billion and closed 8 separate billion-dollar-plus transactions to further grow our business and optimize our capital structure. It has been a truly remarkable year of financing activity for us. I’m also pleased to announce the signing of 2 new 20-year SPAs, sales and purchase agreements. On Friday, we signed a 1 MTPA agreement with Naturgy of Spain for Phase 2 of CP2. Venture Global is honored to expand our long-term partnership with Spain through this new agreement with Naturgy, a leading global LNG company. This contract will positively impact the U.S. balance of trade with Spain.

Our unmatched speed and execution have made Venture Global a trusted, reliable supplier to the global market. The signing of this agreement, along with a strong commercial momentum we’ve achieved over the past 6 months, reflects the continued customer confidence in our company and the robust demand for LNG globally. Venture Global remains committed to meeting that demand with flexible, fast, affordable and dependable long-term supply. Additionally, last Thursday, we signed a 20-year SPA for a minimum of 0.5 MTPA with Atlantic-SEE LNG, which is a newly formed joint venture between Greek companies AKTOR and DEPA, making Greece’s first-ever long-term LNG supply agreement with a U.S. exporter. In combination with our capacity at the Alexandroupolis LNG regasification receiving terminal, this agreement should substantially enhance Central and Eastern European energy security, bringing affordable and reliable U.S. natural gas to the region.

Including the 3 offtake commitments we previously announced and signed in July, Venture Global has now added 5.25 MTPA of new 20-year SPAs in the second half of 2025, which I think might be the most in the market globally. And I expect more to follow. We continue to build momentum towards the FID for CP2 Phase 2. Turning to Page 9. We’ll take a look at our projects, starting with CP2. As you know, on June 3, our team fully mobilized and started site work at CP2 following final approval and notice to proceed from FERC, with FID of Phase 1 announced on July 28. Additionally, on October 22, the final non-FDA export authorization from the U.S. Department of Energy was received. Phase 1 engineering is 99% complete, allowing for over 98% of all Phase 1 permanent plant equipment to now be procured.

FERC has reviewed and approved 97% of all underground and foundation scopes, enabling continuous Phase 1 field execution. The speed and productivity of the team’s mobilization to site has been nothing short of extraordinary. There are over 3,500 people and more than 1,700 major pieces of construction equipment on site. Construction progress is on schedule at 98% of all civil site prep and soil improvement work completed across 700 acres. This work includes moving 2 million cubic yards of soil and cement, stabilizing over 6 million cubic yards of soil, utilizing over 580,000 tons of cement. Piling work has commenced, with over 10,000 piles installed to date, representing already 1/3 of the 32,000 total piles required. To create roads and access support along for the start of the foundation work, over 1.2 million tons of aggregate base has been installed.

Foundation work is now underway in all major process areas of the facility. The most notable accomplishments include pouring the first LNG tank foundation, the first liquefaction module foundation and the power island switchgear building foundation. Marine terminal work also continues to progress, with nearly 2 million cubic yards of dredging completed. Additionally, nearly 5,000 feet of the 22,000-foot perimeter wall has been installed, nearly a mile completed. Offsite, all Phase 1 equipment module erection has commenced, both domestically and abroad. Specifically, I’d like to highlight the notable progress on our pretreatment systems, pipe rack modules and electrical buildings, all of which we are building in the U.S. Gulf Coast. I’m also pleased to recognize that Baker Hughes has completed the first 8 liquefaction trains, which are currently being stored at its fabrication facility in Italy.

The team has incorporated our learnings from the construction of Calcasieu Pass and Plaquemines, which is aiding the progress of construction. Some of the modifications include: one, utilizing 10 marine offloading facilities near the CP2 project site versus just 3 when we built Calcasieu Pass, which translates into a much greater speed of deployment and less traffic on the roads; two, further modularization in new scopes of the project, particularly with respect to the power island, a critical path item; and three, internalizing additional construction scope in more targeted use of subcontractors to improve quality, efficiency and pace of construction. With respect to Phase 2, I mentioned the 2 SPAs we signed in the past few days, and we continue to have constructive conversations with offtakers and aim to sign additional SPAs before the end of the year.

As I’ve said before, given the lower cost per ton of brownfield expansion and our significant equity already invested in Phase 2 of the project, which is now over $1 billion, we do not anticipate needing many more 20-year SPAs to reach FID for either Phase 2 or even beyond the Phase 3 bolt-on. This contract strategy is supportive of VG maintaining a balanced portfolio of intermediate short- and long-term contracts. The targeted FID time frame for Phase 2 remains the first half of 2026. On Page 10 and 11, we thought it would be helpful to walk through the value proposition of CP2 and all our future projects. On Page 10, we have listed some of the attributes that we believe support the company’s growth outlook. In short, engineering and construction optimization, access to legacy construction and operation data and an internal team of experienced personnel from construction speed and production excellence.

This, in turn, generates financial returns faster and allows us to pass this capital efficiency on to our customers through industry-leading pricing. In sum, it’s on support of realizing our corporate mission of innovating to provide low-cost LNG to the world. On Page 11, we outline how that speed and efficiency correlate to strong annual returns, even while passing on much of those lower costs to our SPA customers and the market in a variety of LNG pricing environments. The key to success in any commodity business is being the low-cost producer which for CP2 Phases 1 and 2, should be just above $1,000 a ton all in, including our inside the fence power plants, the pipelines, owners’ costs and all other construction costs. Additionally, we generate considerable cash flow during construction and commissioning, which reviews an offset to project cost.

In this case, based on the forward Henry Hub and TTF curves, for CP2, we estimate these construction and commissioning pre-COD cargo sale EBITDA proceeds would yield an estimated $8 billion of cash flow during construction, reducing CP2’s net cost down to approximately $21 billion. Following COD, cash flows will come from a combination of fixed liquefaction charges under our long-term SPAs and contracted pricing on available capacity in excess of that sold under our 20-year long-term contracts. In the case of CP2 Phases 1 and 2, we expect this available excess production to be 9 million to 11 million tons, which we anticipate selling on a medium and short-term basis or a non 20-year basis. As you can see on the slide, we are showing 2 fixed liquefaction fee cases, one at $4 per MMBtu and one at $6 for these non-20-year SPA cargos.

Assuming a $4 fixed liquefaction fee, the combination of fixed long-term contribution and that from the available capacity would translate into an estimated $4 billion contribution to annual consolidated adjusted EBITDA, whereas assuming $6 per MMBtu for the available cargos, which I believe will be closer to the case over 20 years, the estimated annual consolidated adjusted EBITDA would rise to $5.2 billion. Collectively, under these scenarios, relative to the $21 billion of net project cost, after assuming 50% leverage or we carry extra equity, these illustrative results imply a return at the project level on equity of greater than 30% while still providing the lowest price SPAs in the market to our customers, which you’re now seeing reflected in the high number of 20-year contracts we continue to execute.

Moving to Page 12. Plaquemines construction and commissioning continues to progress on schedule for Phases 1 and 2, while still relying on temporary power, as we are not in our combined 5 on 2 configuration for the power plant for Phase 1 yet. Construction continues at our power island units, and the Venture Global team has now safely started up 34 of the 36 liquefaction trains. Despite these challenges, our continued construction and commissioning progress enabled Plaquemines to export 64 commissioning cargos during Q3, hitting the high end of our previously projected range. This represents a 25% increase in exported cargos relative to the previous quarter, reflecting the remarkable pace at which we are integrating and commissioning liquefaction trains.

The facility realized a weighted average fixed liquefaction fee of $6.79 per MMBtu on these commissioning cargos during the quarter. As we recently communicated to our Phase 1 off-takers, we maintain our expected COD schedule of Q4 2026. Important work remains, but we are making great progress at Plaquemines. For example, the project’s required combined cycle power generation equipment for Phase 1 is expected to commence commissioning in its 5 on 2 configuration in Q1 2026. This power island schedule and other work allows us to have sufficient time to complete commissioning, reach substantial completion under our EPC contract, complete lender reliability testing and declare COD on schedule. Importantly, over the past several years, we’ve made incremental project investments in areas like temporary power, which we continue to use today, and a number of other scopes, including power island to address EPC delays, for which we have injected approximately $3.3 billion of additional equity capital in order to hold our COD schedule.

That’s not new. That’s previously reported. These are incremental costs relative to our FID budgets that we’ve incurred and absorbed as project sponsor to deliver low-cost LNG to our customers years faster than our peers. I’m pleased to affirm that because of this spend, we are on track for COD in Q4 2026 for Phase 1 and mid ’27 for Phase 2, reflecting a 54-month construction time line, which is among the industry’s best and will be ever achieved. Including the 144 cargos exported from Plaquemines in the first 3 quarters of the year, we now anticipate the facility exporting between 234 and 238 cargos by year-end. This puts us in the high end of our previous estimates and represents a 7 cargo increase to the low end and a 2 cargo decrease from the high end of our previously reported range.

For Q4, Plaquemines has contracted 79 cargos or 84% of potential cargos for the quarter, capturing a weighted average fixed liquefaction fee of $6.41 per MMBtu on those contracted cargos. On Page 13, you see the monthly ramp of Plaquemines cargos exported since the beginning of 2025. Plaquemines accounts for 82% of the incremental LNG production capacity added to the global LNG supply this year, lifting worldwide LNG production by more than 4%. That growth almost single-handedly helped to mitigate the impact of a more than 33% rise in European LNG demand through the first 10 months of the year as the continent seeks to move away from the consumption of Russian gas. I’m grateful for the hard work, ingenuity and tenacity of our VG construction team, which enabled the ramping of Plaquemines production despite power and other construction challenges.

With production excellence such as this at Plaquemines, we are playing an industry-leading role in keeping LNG prices affordable throughout the world. Next, I’d like to focus on Calcasieu Pass, which is covered on Page 14 of the presentation. During the third quarter of 2025, Calcasieu Pass exported 36 cargos, which is in line with our previous expectations but down slightly from the second quarter. The reduction compared to Q2 is due to a longer than scheduled routine power island maintenance on the facility. This does give us an opportunity to highlight one of the competitive advantages of our mid-scale modular approach. Specifically, because of the performance capacity of our trains and equipment redundancy across our process system and our configuration, we can undertake significant maintenance at our facilities with only very modest impacts on production.

This translates into smoother production profiles and lowers operating cost per MMBtu of production. At Calcasieu Pass, we realized a weighted average fixed liquefaction fee of $1.76 per MMBtu in the third quarter. This is lower than the $1.97 per MMBtu we had published in our October 6 8-K, as we have incorporated a noncash $27 million arbitration-related reserve relative to the 5.5 months of production since COD in our Q3 results at Calcasieu Pass. For the fourth quarter of 2025, based on liquefaction fees achieved from SPA and excess cargos sold on a forward basis to date, we anticipate capturing a weighted average liquefaction fee of $2.14 per MMBtu across all forward sold Calcasieu Pass production, which reflects contracted sales under our long-term SPAs, plus an excess cargo that has been sold.

That figure includes a Q4 adjustment for arbitration reserves. Incorporating the 108 cargos exported from this facility in the first half, we now anticipate exporting 148 cargos by the end of the year. Collectively, across Calcasieu Pass and Plaquemines, we have contracted 59 more cargos for export in Q4 2025 since our prior report and have contracted 119 of a potential 134 cargos or roughly 89% of our total Q4 2025 production. I want to spend a few minutes updating you all on the Calcasieu Pass arbitration proceedings. While confidentiality agreements do restrict our ability to provide all the details we would like, to the extent we are able, we thought we would provide answers to a number of the common questions we have received. You can see the most frequent of these on Page 15.

Let me address several. First, there have now been full or partial resolutions in 3 of the proceedings. As you know, the Shell arbitration was decided in our favor. We settled the second for an amount which we did not have a material impact on Venture Global’s results. And the arbitration panel reached a partial final decision against Calcasieu Pass and the BP arbitration. There are 4 separate outstanding proceedings now, which we expect should be determined over the course of the next few years in the absence of settlements. Secondly, no damages have been determined or awarded in the BP arbitration, and the date for the hearing and damages has not been set as of the date of this presentation. Financially, including BP, the remedies sought by our customers against Venture Global Calcasieu Pass, including BP, have been materially reduced to $4.8 billion to $5.5 billion from $6.7 billion to $7.4 billion.

Venture Global Calcasieu Pass’ aggregate liability cap under the post-COD SPAs for the 4 remaining arbitration proceedings, excluding BP, is now $765 million. Importantly, while we ardently disagree with the BP award, the result does not impact our strategy for growth and providing low-cost LNG to our customers throughout the world. Jack will address the accounting treatment for estimating the financial impact in the form of noncash reserves of BP and these remaining arbitrations shortly. Turning to Page 17. While there has been modest softening of winter 2026 LNG spreads, demand remains healthy, and the margins are robust. Even as new LNG supply enters the market over the next several years, we expect prices to remain supportive as energy demand responds to affordable prices.

As you can see on the left, the forward curve reflects the market’s expectation for LNG prices in both Asia and Europe to remain at considerable spreads above Henry Hub for the next 12 months. Beyond this time frame, we continue to see upward revisions to demand that reinforce our belief that margins will reflect insufficient LNG supply through 2028 and beyond. Flipping to Page 18. For years, industry pundits have been predicting a plateau in LNG demand, and time and time again, those predictions have not materialized, and demand has continued to grow at record levels. Historically, LNG consumption has grown about 5% to 6% per year. Even assuming a more conservative 3% growth rate, the current slate of new projects would not be sufficient to meet global demand by the middle of the next decade.

And in a 5% compound growth rate, which is the historical number, global LNG infrastructure would need to nearly triple to meet global demand. There certainly may be fluctuations in LNG prices over time, but we remain confident in underlying fundamental demand growth because of the increasing consumption of electricity around the world. Lately, powering AI and data centers globally has been at the front of everyone’s minds. While we certainly view that as a major source of global power demand, factors like a rising middle class, which uses air conditioning, among lots of other demand, growing industrialization, the continued migration from coal and moderating growth expectations for renewables and even more — are even more core to what we perceive will drive strong LNG demand growth for decades to come.

This demand growth also reinforces the importance of our mission to deliver increased volumes of affordable LNG to support this global growth. Now I’ll turn it over to our CFO, Jack Thayer, who will review the financials and our updated guidance.

Jonathan Thayer: Thank you, Mike, and good morning to those of you on the line. I will be referring to the Venture Global, Inc. Form 10-Q for the quarterly period ended September 30, 2025. The 10-Q is available on our website, and some of the key results are summarized on Page 20 of the presentation. During this call, I will highlight results I believe are salient to this audience, and I encourage you to review the entirety of our financial statements in detail. Beginning with revenue. Our top line was $3.3 billion for the third quarter of 2025, a $2.4 billion increase from $0.9 billion during the equivalent period in 2024. This increase in revenue was driven by $2.9 billion from higher sales volumes, 373 TBtu in third quarter of 2025 compared with 100 TBtu in the third quarter of 2024, primarily at the Plaquemines project, which was partially offset by $517 million from lower net rates at Calcasieu Pass due to the commencement of LNG sales under its post-COD SPAs with weighted average fixed facility fees of $1.76 per MMBtu in the third quarter of 2025 versus $6.67 per MMBtu in the third quarter of 2024, and offset by a weighted average commodity fees of $3.53 per MMBtu in the third quarter of 2025 versus $2.51 per MMBtu in the third quarter of 2024.

Our income from operations was $1.3 billion in the third quarter of 2025, a $1.1 billion increase from $189 million in the third quarter of 2024. This shift was primarily driven by the higher sales volumes I mentioned previously, which resulted in a greater total margin for LNG sold. These increases were partially offset by $102 million of higher operating costs in support of the ramp-up of LNG production at the Plaquemines project and operating our LNG tankers, as well as $28 million and $129 million of higher G&A and depreciation expenses, respectively. We also experienced a reduction in our development expenses of $103 million quarter-over-quarter as many of the costs associated with our 3-phase CP2 projects were capitalized. Our net income attributable to common stockholders, which we will refer to as net income, was $429 million for the third quarter of 2025, a $776 million increase from the loss of $347 million in Q3 2024.

Changes in interest rate swaps negatively impacted Q3 results both this year and in 2024 by $144 million and $480 million, respectfully — respectively. And Q3 2025 net income was also unfavorably impacted by a $100 million accounting charge related to the partial voluntary prepayment of the Plaquemines term loan. Shifting to consolidated adjusted EBITDA. We earned $1.5 billion during the third quarter of 2025, a $1.2 billion or 439% increase from $283 million in Q3 2024. This increase in consolidated adjusted EBITDA was driven chiefly by higher sales volumes. As Mike mentioned earlier, our projects exported a total of 100 cargos in Q3, which increased from 31 cargos compared with the same period in 2024. Of these cargos, 372 TBtu of volumes are reflected in our results for Q3 2025, more than tripling production compared to the 110 TBtu in Q3 2024.

I also wanted to further provide information regarding the accounting treatment for the BP and our 4 remaining outstanding arbitrations impact. As mentioned, our consolidated financial statements incorporate a $27 million noncash reserve relative to the period from our April 15 COD until the end of Q3. Going forward, the noncash reserve, which reflects our best estimate of award outcomes from BP and the 4 remaining arbitrations, is currently estimated to be between $14 million and $15 million per quarter through the 20-year duration of the SPA contract terms. This amount will directly reduce Calcasieu Pass revenue and flow through EBITDA, although there will be no offsets to net income due to adjustments for noncontrolling interest and taxes.

Importantly, this is an estimate, and there is no cash impact to our third quarter financial statements. We will update these estimates in our financials quarterly as we finalize arbitration results and incorporate any financial awards or settlements going forward. Finally, I would like to call out several additional financial updates. Following the $1.575 billion financing of the Blackfin Pipeline and an $889 million return of cash to Venture Global, our cash and restricted cash position at the end of the quarter was over $3.5 billion. Also, subsequent to the end of the quarter, we secured a new $2 billion corporate revolver facility. We believe that with this combination of cash on hand, revolver capacity, substantial future cash flow and substantial future cash flow we expect to generate in coming quarters and billions of dollars of unencumbered assets, Venture Global is in an excellent liquidity position.

Advancing to Page 21 and 22. We are updating our guidance to a consolidated adjusted EBITDA range of $6.35 billion to $6.50 billion for 2025 as we reduced and tightened the range from our previous guidance range of $6.4 billion to $6.8 billion. We have improved the lower end of our cargo production forecast range by 7 cargos, as we’re now incorporating a forecasted 148 cargos for Calcasieu Pass and 234 to 238 cargos from Plaquemines. The bottom and top end of the EBITDA range was adjusted to account for arbitration reserves, 3 cargos removed from the high end of the range, the anticipation that 2 DES cargos exported in 2025 will deliver in 2026 and a lower fixed liquefaction fee of $4.50 to $5.50 per MMBtu for cargos remaining to be sold over 2025, consistent with current TTF and JKM forward price expectations.

On average, if fixed liquefaction fees over the remainder of 2025 increased or decreased by $1 per MMBtu, we expect our consolidated adjusted EBITDA range to adjust accordingly by $50 million to $60 million, reduced from the $230 million to $240 million range provided in our previous guidance. This reduced sensitivity to market prices reflects the contracting we executed during the third quarter and thus far in the fourth quarter. I will now turn the call back over to Mike.

Michael Sabel: Thank you, Jack. At this point, we’d like to open up our call for Q&A.

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Operator: [Operator Instructions] The first question comes from John Mackay at Goldman Sachs.

John Mackay: I do want to start on the arbitration. I appreciate the color from both of you, Mike and Jack, on the kind of funding levers here. But maybe could you walk us through in just a little more detail about how you think about funding a kind of worst-case scenario on these? And then on a related note, you lined up the $14 million to $15 million a quarter for 20 years, that gets to a number that’s below the kind of total you guys talked about. So maybe just walk us through some of the math on getting to that one as well?

Michael Sabel: Sure. I’ll take the first half of that, and Jack will probably take the second half. We’re in a very strong current cash position. The remaining arbitrations if we were to settle or they were to run its full course, I should say, if they run their full course, will take place over the next year or 2 or more. So they’re spread over a considerable amount of time. And we remain confident that we’re going to do well on those. But just to answer your question, if they didn’t all go well, the incurrence of potential damages there would be spread out over a number of years. So in addition to current cash and the earnings that we’ll achieve over the next couple of years, plus the large amount of [ unencumbered ] assets that we have.

We have plenty of liquidity and time to smoothly manage exposure to any future potential damages there. We’re over — with this quarter, over $50 billion in assets. We own 100% of Venture Global. We own 100% of CP2. We own our ships for cash. And we own approximately 77% of CP1. So we’re in a very strong ownership position of extremely valuable liquid assets. Jack, did you want to address the…

Jonathan Thayer: Sure. So John, I think the important descriptor of how we’re addressing for accounting purposes, the arbitration, is the term best estimate of award outcomes. And so as we worked with our accounting firm to analyze the remaining arbitrations, the outcome and the BP arbitration and align on what was our best estimate of the potential exposure associated with those, that’s what allowed us to arrive at an estimate of the $14 million to $15 million per quarter impact. As you noted, that is an amount below the maximum liability that we’ve articulated. But even that’s come down rather dramatically given the Shell and the other settlement awards or outcomes. So we believe this captures the accounting guidance on how to address these potential outcomes, but by no means is it a cash charge at this point.

We need to fully arbitrate out the BP process, and we need to let the other core processes go forward and result in outcomes or in any potential settlements that we might achieve similar to the one that we achieved with one counterparty already.

John Mackay: I appreciate the color. Maybe just turning to the contracts you signed recently. Can you maybe just give us an update? We’ve seen a lot of contracting activity across the U.S. projects so far this year. Do you think that activity continues? And where have kind of rates come in, pricing on those come in relative to your expectations? And maybe the last piece of that, has the BP ruling at all kind of changed the tone of those contracting discussions?

Michael Sabel: No, not at all. It’s — the best measure of the market’s trust in us to execute today and over coming decades is the pace at which we’re signing 20-year contracts. I think since the beginning of July, where we’ve signed over 5, 5.25 MTPA, we’ve signed the most in the world of any project. So I think that’s the best market data point on the trust that the market has for our execution. We indicated in earlier calls earlier in the year that we’ve reentered the market after deliberately staying on the sidelines to watch market pricing. And we’ve reentered the market really coming after a Liberation Day tariff announcement and activities from the United States and have been extremely successful in executing the 20-year contracts that we wanted to.

The market remains very active for us, and we still have a very active queue of live deals as we’ve talked about recently as well, and we expect that to continue for us. Pricing is in line with where we started this and — which we believe is the most attractive long-term price in the world. And as we described earlier in this call, we still achieve probably the best returns in the market — in our market on those. And so we’re able to offer a great price for the market that the market is responding to, drive great returns for shareholders and offer great pricing in the market globally to help keep prices low to support future growth everywhere in the world.

Operator: The next question comes from Jeremy Tonet at JPMorgan.

Vrathan Reddy: It’s actually Vrathan Reddy on for Jeremy. I just want to follow up a little bit on the arbitration. And if you guys could talk a little bit about the confidence in that $765 million cap and maybe where that differed with the BP case versus the outstanding ones?

Michael Sabel: The $765 million cap is the aggregate of the remaining caps for the 4 remaining arbitrations. We obviously agree with the result from the Shell arbitration panel that closely followed the results of the contract and resulted in there being no awards. And so that’s the result that we expect for the rest of them. We obviously were surprised and strongly disagree with the result of the BP panel. But if we were to lose all, the rest of them up to the cap, that aggregates now to $765 million. In any case, as we’ve talked about, we’re able to manage either case of outcomes, and it doesn’t impact our growth and our ability to finance efficiently, the construction of our facilities on the pace we’ve been describing to generate the future earnings from a much number — a larger number of installed trains with very conservative for pricing assumptions in a few years.

When you guys model it out, you’ll see we’re — we passed, not too long, double-digit billion dollar EBITDA numbers. And so we have a large ramp-up in growth in earnings coming in a few years. As you see the phases of CP2 come online, we’re building a 20 million-ton CP2 Phase 1 right now. And with the additional brownfields and bolt-ons coming for CP2 and Plaquemines, we have a tremendous growth in earnings coming in the next few years that result just from completion of what we have already in construction or the brownfields that give us plenty of capital firepower, cash firepower and earnings coming to manage through this.

Vrathan Reddy: Got it. That’s very helpful. And then I think the prepared remarks hit on not needing many more 20-year SPAs to reach FID on CP2 Phase 2 and the bolt-on as well. So just curious if you could talk about your strategy with regards to the tenor and contracts moving forward from here?

Michael Sabel: It’s similar to what we’ve been talking about for the last year, which is where we’re going to contract 20-year SPAs sufficient to give us the coverage ratios — the investment-grade coverage ratios on the debt of the projects. And then the additional volume above that, which is substantial, is essentially, in air quotes, “free extra capacity” above the long-term contracts required to fully service and amortize the debt and cover operating expenses and return. And that extra margin — then production gives us a really, really attractive upside optionality on returns that we just described. And those non-20-year deals, we expect and plan on contracting over time on an intermediate and short-term basis to have a blended portfolio.

As we just reported, we have 45 MTPA of long-term contracts. And if you take what we’re building today at CP2 plus the second phase, which we’re — as we said, we’re over $1 billion invested in already, that’s a total of 67 MTPA. So of that 67, we’re 45 contracted on a long-term basis, and we’ll do more 20 years. And so you see through the second phase of CP2 will be easily majority because we already here are today, 20-year contracted.

Operator: The next question comes from Manav Gupta at UBS.

Manav Gupta: Congrats on a good result and the new SPA. I also wanted to talk to you about the situation in Ukraine. There was the news on Reuters. I’m not sure it was true, but apparently, you met President Zelensky with President Trump. And I’m trying to understand what can Venture Global do to help the situation in Ukraine, which is massively short gas at this point of time?

Michael Sabel: So the — as we provided the statistic in our comments just a few minutes ago, Plaquemines represented incrementally new volume for the year of over 82%. And so Plaquemines and Venture Global had a material impact on the global price and certainly the European price of LNG, which we’re super proud of the team for and we think about every day, including the people in the Ukraine and Eastern Europe. So that’s the most important part. And as we also indicated, previously, we invested extra few billion dollars into Plaquemines to keep the schedule, without which, we probably would be a couple of years further behind the schedule we are today. So those investments that we made that a lot of came from Bob and I indirectly through our ownership, were critical to maintaining the pricing that we’re seeing today in Europe, which is certainly moderate compared to where it’s been in the last few years.

Because we’re able to produce so much extra production capacity at Plaquemines and we expect to see it at CP2 as well, it gives us extra availability for LNG volumes in coming months and quarters in the next couple of years that is unique in the whole market. I think we probably have the most available capacity in the world that will allow us to support flows into the market either directly into storage or through intermediaries or both that we’re working on to support. You certainly saw the agreement with Greece that the U.S. government was very supportive of for us to bring up extra supply through the Southern part of that Vertical Corridor of pipeline support in Eastern European countries there.

Manav Gupta: One thing which Venture Global sometimes, I believe, doesn’t get enough credit for is the massive data science operations that you have set up. When you were at the Plaquemines trip, you explained some of those. Help us understand what differentiates your data science teams and the investment that your company has made in these data science operations?

Michael Sabel: No, we’re very proud of it. And sometimes we don’t get credit for it because we’re not giving all our secret sauce out there. But if you keep it among us, Manav, I’ll say that we’ve always viewed our facilities not as factories, but as complex machines that to us, always create opportunity for acquisition of data and analysis of that data. So I think for Calcasieu Pass, we’re streaming now around 222,000 data points every 10 seconds. So it’s a massive amount of data. Plaquemines will exceed that amount — that volume of data throughput. And we have a dedicated team of data scientists and process engineers and AI programmers that have been incorporating that data into our current operations, but also into design changes as we’ve learned some very surprising interactions of different parts of the facility that are — facilities that are unanticipated that have contributed to our ability to achieve the remarkable performance results at Plaquemines.

And that, we expect will carry over into CP2. So it’s been an incredible effort for us, and we’ve been hugely rewarded in the volume of production that we’ve achieved and maintained. We think — just to add to that, we think that, that will allow us to push CP2 up to 30 MTPA. We’ll have to go back and get the export authorization moved from 28 up to 30, but we think CP2 will be doing even better than Plaquemines, which is doing the best that any project has ever done.

Operator: The next question comes from Jean Ann Salisbury at Bank of America.

Jean Ann Salisbury: I wanted to talk about the CP1 volumes. As you mentioned in your prepared remarks, they have bounced around a bit the last couple of quarters, it sounds like due to the power maintenance. Can you discuss the power maintenance, I guess, and then the path to get to the sustained 12.4 MTA? And as my follow-up, are these power maintenance issues kind of unique to CP1? Or would you expect to see that maintenance eventually affecting Plaquemines as well?

Michael Sabel: The maintenance at CP1 took a little bit longer than we expected, as I described. No, I don’t think it is something that will carry on for Plaquemines. Obviously, you’re always going to have routine maintenance at all your facilities, including in the power plants. But it resulted in the 1 cargo. We have been, this year, conservative in our guidance for Calcasieu Pass as we continue to finish up things that will get us to the higher volumes. We have a pretty good — we have a pretty specific view on what we’re going to do to get those volumes up. And we’re just deciding when we’re going to implement that relative to the return we get for deploying that much capital into CP2, for example, to increase output there. And so we look at it on a holistic basis. But we’ll get it up to that number. And eventually, you’ll see expansions, bolt-on expansions at CP1 as well.

Operator: The next question comes from Chris Robertson at Deutsche Bank.

Christopher Robertson: I just wanted to follow up on the previous questions. When you guys talk about getting to that 24% above nameplate over the next few years, do you think that takes place kind of steadily over time? Or do you see that taking place with step changes in any particular year? And what the implications might be for any O&M expenses related to that process?

Michael Sabel: It will be a combination of step change and steady increase. We’re not being more specific on it, just because we don’t want to give away intellectual property. We obviously — because of how we’re operating the facility at Plaquemines, that’s so much higher at the 140% level. We have a good view of what produces more. And so we’ll — we have a good path to how we’re going to get there. We’ll update people and update the market when we want to disclose what the timing of it is going to be. But I just broke some news on our confidence level at CP2 of getting that to 30. And as I just said to Jean Ann, we look at it across all our facilities about where we’re going to make the investments to add the extra volume. From an operational expense side, it’s — adding those extra trains don’t materially impact the operating expense at all. So we view that as almost entirely upside margin.

Christopher Robertson: Okay. Just related to your point just now around thinking about it holistically across the varied facilities here. When you guys think about contracting, traditionally in the past, things have been tied to a specific phase or a specific project. But are you now considering structuring agreements where it’s a flexible cargo across any of the facilities that are producing? Not necessarily just tied to 1, but just tied to the greater portfolio?

Michael Sabel: Yes. I mean, we are. We’re — with the bolt-ons for CP2 and Plaquemines, were heading towards in a few years, passing 100 million tons of annual production. So we’ll have one of the largest annual portfolios in the world of produced LNG, and so it gives us immense flexibility. And particularly as you think about the combination of the extra margin of production across Plaquemines and CP2, which you’ll see kind of comparably also in the bolt-ons, we think. And so we have a big portfolio of — I’m doing air quotes of “extra LNG production” because we will have contracted on a long-term basis what we need to cover all the construction debt and the returns. And so that gives us flexibility to provide portfolio — more portfolio sale type structures with fixed delivery dates that allow us to assign production to particular phases that will be difficult for a lot of other people in the market to match.

So when you add that on top of the cost and price advantage, that flexibility allows us to offer super attractive commodity prices for these contracts years sooner than almost everybody else in the market. And it’s showing up, right? I mean, it’s — the contracting market, the SPA market is a voting machine, right? And so in the last few months, Venture Global has gotten the most boats in the market from in terms of customer trust and confidence with these counterparties making multi-decade commitments to us and us to them.

Operator: The last question comes from Bob Brackett at Bernstein Research.

Bob Brackett: A bit of a — bit of an angle on arbitration. If we go back to Calcasieu Pass, first cargo was March ’22. Nine months later, someone announces — or in December of ’22, someone announces arbitration. Now here we are with Plaquemines, first cargo, very end of December of ’24. You’ve ramped all through this year. How is your relationship with the current set of counterparties? And are they all on board with this sort of pre-COD, post-COD world that you guys live in?

Michael Sabel: We have a great relationship with the customers, we believe. And as it relates to Calcasieu Pass, we performed successfully, all of those loading since we took COD for Calcasieu Pass. We are still and have just reconfirmed it, and we just provided those comments again, we reconfirmed all the customers at Plaquemines that were still on the original schedule for the first window period for Plaquemines, which is month 54. And for a giant project like Plaquemines, 54 months is a remarkable achievement. We are still operating under around 400 megawatts of temporary power today, and that’s going to continue like I described probably until the first quarter. And then we don’t have substantial completion under the EPC contract until late in the summer.

And including a lender liability test, reliability test, we have a lot to get done, but feel really good about achieving the original schedule with our customers for Plaquemines. That, in combination with the many billions of dollars that we’ve already put in extra into the Plaquemines project in order to maintain the current record setting schedule, we think we’re in a very solid position for Plaquemines.

Operator: Thank you. At this time, I will turn the call back over to Mike Sabel for closing comments.

Michael Sabel: Great. Thank you, everybody. We appreciate everybody’s time this morning. Thank you for all the questions. And in coming days, we look forward to answering more questions for people and look forward to being together here in a few months to report on how we ended up for the fourth quarter, and look forward to 2026. Thanks, everybody. Bye.

Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating, and we ask that you please disconnect your lines.

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