Venture Global, Inc.VG
Venture Global, Inc. Income Taxes Disclosure
Income Taxes
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The Company is a taxpayer in multiple jurisdictions within the U.S. The Company is also a taxpayer in certain international jurisdictions due to its operations outside the U.S.
The Company's United States and foreign income before income tax expense were as follows:
| Years ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
United States | $ | 3,347 | $ | 2,181 | $ | 4,432 | |||||||||||
Foreign | 16 | 2 | — | ||||||||||||||
Total income before income tax expense | $ | 3,363 | $ | 2,183 | $ | 4,432 | |||||||||||
Income tax expense consisted of the following:
| Years ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Current | |||||||||||||||||
| Federal | $ | (7) | $ | (14) | $ | 133 | |||||||||||
| State | (3) | 4 | 6 | ||||||||||||||
| Total current income tax expense (benefit) | (10) | (10) | 139 | ||||||||||||||
| Deferred | |||||||||||||||||
| Federal | 656 | 439 | 681 | ||||||||||||||
| State | (11) | 8 | (4) | ||||||||||||||
| Foreign | (5) | — | — | ||||||||||||||
| Total deferred income tax expense | 640 | 447 | 677 | ||||||||||||||
| Total income tax expense | $ | 630 | $ | 437 | $ | 816 | |||||||||||
The following is a reconciliation of the statutory federal income tax rate to the effective tax rate:
| Years ended December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||
| US Federal statutory tax | $ | 706 | 21.0 | % | $ | 459 | 21.0 | % | $ | 931 | 21.0 | % | |||||||||||||||||||||||
State and local income taxes, net of federal income tax effect(a) | (14) | (0.4) | % | 10 | 0.4 | % | 2 | — | % | ||||||||||||||||||||||||||
| Foreign tax effects | |||||||||||||||||||||||||||||||||||
| Other foreign jurisdictions | (7) | (0.2) | % | — | — | % | 1 | — | % | ||||||||||||||||||||||||||
| Effect of cross-border tax laws | |||||||||||||||||||||||||||||||||||
| Foreign derived intangible income | — | — | % | — | — | % | (80) | (1.8) | % | ||||||||||||||||||||||||||
| Other | 5 | 0.1 | % | — | — | % | — | — | % | ||||||||||||||||||||||||||
| Tax credits | |||||||||||||||||||||||||||||||||||
| Research and development tax credits | (12) | (0.4) | % | (27) | (1.2) | % | — | — | % | ||||||||||||||||||||||||||
| Changes in valuation allowance | 5 | 0.2 | % | — | — | % | 2 | — | % | ||||||||||||||||||||||||||
| Nontaxable or nondeductible items | |||||||||||||||||||||||||||||||||||
| Stock options | (82) | (2.4) | % | (6) | (0.3) | % | (28) | (0.6) | % | ||||||||||||||||||||||||||
| Other | 24 | 0.7 | % | (8) | (0.3) | % | (12) | (0.2) | % | ||||||||||||||||||||||||||
| Changes in unrecognized tax benefits | 5 | 0.1 | % | 9 | 0.4 | % | — | — | % | ||||||||||||||||||||||||||
| Effective tax rate | $ | 630 | 18.7 | % | $ | 437 | 20.0 | % | $ | 816 | 18.4 | % | |||||||||||||||||||||||
(a) State taxes in Louisiana made up the majority (greater than 50 percent) of the tax effect in this category.
Income taxes paid (net of refunds) consisted of the following:
| Years ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| U.S. Federal | $ | (11) | $ | — | $ | 126 | |||||||||||
| U.S. State and local | |||||||||||||||||
| Louisiana | — | 10 | 1 | ||||||||||||||
| Total U.S. State and local | — | 10 | 1 | ||||||||||||||
| Foreign taxes: | |||||||||||||||||
| Other | — | 1 | 1 | ||||||||||||||
| Total foreign taxes | — | 1 | 1 | ||||||||||||||
| Total income taxes paid (net of refunds) | $ | (11) | $ | 11 | $ | 128 | |||||||||||
Significant components of deferred tax assets and liabilities are included in the table below:
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Deferred tax liabilities | |||||||||||
| Derivative assets | $ | (14) | $ | (344) | |||||||
| Outside basis in Calcasieu Holdings | (1,127) | (1,195) | |||||||||
| Property, plant and equipment | (3,375) | (1,763) | |||||||||
| Right-of-use assets | (220) | (194) | |||||||||
| Other deferred tax liabilities | (5) | (8) | |||||||||
| Total deferred tax liabilities | $ | (4,741) | $ | (3,504) | |||||||
| Deferred tax assets | |||||||||||
| Lease liabilities | $ | 227 | $ | 199 | |||||||
| Net operating loss and other carryforwards | 2,275 | 1,636 | |||||||||
| Stock-based compensation | 40 | 34 | |||||||||
| Accrued expenses | 55 | 45 | |||||||||
| Asset retirement obligations | 30 | 80 | |||||||||
| Other deferred tax assets | 8 | 6 | |||||||||
| Total deferred tax assets | $ | 2,635 | $ | 2,000 | |||||||
| Less: Valuation allowance | (207) | (133) | |||||||||
| Net deferred tax liabilities | $ | (2,313) | $ | (1,637) | |||||||
As of December 31, 2025, the Company had accumulated federal and foreign net operating loss carryforwards of $10.0 billion and $25 million, respectively, with an indefinite carryforward period. As of December 31, 2025, the Company also had accumulated state net operating loss carryforwards of approximately $3.4 billion, of which $42 million will expire by 2037. Utilization of these net operating losses may be limited when there is an ownership change as defined by Section 382 of the Internal Revenue Code. As of December 31, 2025, the Company did not believe any of its net operating losses were limited under these rules. As of December 31, 2025, the Company had accumulated tax credit carryforwards of $6 million, all of which will expire by 2045.
Net operating losses may also be limited when there is a separate return limitation year (“SRLY”). These rules generally limit the use of net operating loss carryforwards to the amount of taxable income that the net operating loss-producing entity contributes to the consolidated group's taxable income. Net operating losses subject to the SRLY rules may also be subject to Section 382 limitations. Of the $10.0 billion federal net operating loss carryforward as of December 31, 2025, $23 million is currently subject to the SRLY rules.
The Company maintains a valuation allowance against its federal deferred tax assets related to its SRLY tax attributes and its state deferred tax assets for which it continues to believe the more-likely-than-not recognition threshold has not been met. The Company's valuation allowances increased by $74 million during the year ended December 31, 2025 to $207 million as of December 31, 2025. This increase was primarily due to state valuation allowance activity.
The Company had $13 million and $9 million of unrecognized tax benefits as of December 31, 2025 and 2024 respectively, all of which would favorably affect the effective income tax rate, if recognized. For the years ended December 31, 2025 and 2024, the Company's accrued interest and penalties related to unrecognized tax benefits were not material. It is possible that the ultimate outcome of future examinations may exceed the Company's provision for current unrecognized tax benefits.
The Company remains subject to examination of its U.S. federal and state income tax returns for the tax years ended 2021 through 2025. Tax authorities may have the ability to review and adjust carryover tax attributes that were generated prior to these periods. As of December 31, 2025, VGLNG and Calcasieu Pass Holdings, LLC
("Calcasieu Holdings"), subsidiaries of the Company, were under exam by the Internal Revenue Service for the 2022 tax year.
The Organization for Economic Co-operation and Development has issued “Pillar Two” model rules introducing a global minimum tax of 15% on a country-by-country basis, with certain aspects intended to be effective on January 1, 2025. Since the Company generally does not have material operations in jurisdictions with tax rates lower than the proposed Pillar Two minimum, any legislation enacted consistent with the Pillar Two model rules is not expected to have a material effect on the Company's financial statements.
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.About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.