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1 NextDecade Corporation 1000 Louisiana Street, Suite 3300 Houston, Texas 77002 USA Disclaimer Statement NASDAQ: NEXT This Presentation contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this presentation, including statements regarding the future results of operations and financial position of NextDecade Corporation and its subsidiaries (collectively, the “Company”), its strategy and plans, its expectations for future operations and transactions, environmental, regulatory and legislative matters and future demand and supply affecting liquefied natural gas (“LNG”) and general energy markets, are forward-looking statements. The words “anticipate,” “assume,” “budget,” “contemplate,” “estimate,” “expect,” “forecast,” “guidance,” “project,” “potential,” “propose,” “plan,” “initial,” “intend,” “believe,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design,” “goal,” “target,” and other words and terms of similar expressions, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its financial condition, results of operations, strategy, short-term and long-term business operations, and objectives and financial needs. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, actual results could differ from those expressed in its forward-looking statements. The Company’s future financial position and results of operations as well as any forward-looking statements are subject to change and inherent risks and uncertainties. You should consider the Company’s forward-looking statements in light of a number of factors that may cause actual results to vary from its forward-looking statements regarding general business activities or its LNG and carbon capture and storage (“CCS”) business lines including, but not limited to: our progress in the development of our liquefied natural gas (“LNG”) liquefaction and export terminal facility located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”), including expansion trains, and any carbon capture and storage projects (“CCS projects”) we may develop and the timing of that progress; the timing and cost of the development, construction and operation of the first three liquefaction trains and related common facilities (“Phase 1”), the fourth liquefaction train and related common facilities (“Train 4”), and the fifth liquefaction train and related common facilities (“Train 5”) of the Rio Grande LNG Facility; the availability and frequency of cash distributions available to us from our joint ventures which own Phase 1, Train 4, and Train 5, respectively, of the Rio Grande LNG Facility; the timing and cost of the development of subsequent liquefaction trains at the Rio Grande LNG Facility; the ability to generate sufficient cash flow to satisfy NextDecade’s or Rio Grande's significant debt service obligations or to refinance such obligations ahead of their maturity; restrictions imposed by debt agreements that limit flexibility in operating the Company’s business; increases in interest rates increasing the cost of servicing indebtedness; our reliance on third parties to successfully complete the Rio Grande LNG Facility, any CCS projects we develop, and related pipelines and other infrastructure; our ability to develop and implement CCS projects; our ability to secure additional debt and equity financing in the future, including any refinancing of outstanding indebtedness, on commercially acceptable terms; the accuracy of estimated costs for the Rio Grande LNG Facility and CCS projects; our ability to achieve operational characteristics of the Rio Grande LNG Facility and CCS projects, when completed, including amounts of liquefaction capacities and amount of CO2 captured and stored, and any differences in such operational characteristics from our expectations; the development risks, operational hazards and regulatory approvals applicable to our LNG and CCS project development, construction and operation activities and those of our third-party contractors and counterparties; the ability to obtain or maintain governmental approvals to construct or operate the Rio Grande LNG Facility and CCS projects; technological innovation which may lessen our anticipated competitive advantage or demand for our offerings; the global demand for and price of LNG; the availability of LNG vessels worldwide; changes in legislation and regulations relating to the LNG and carbon capture industries, including environmental laws and regulations that impose significant compliance costs and liabilities; scope of implementation of carbon pricing regimes aimed at reducing greenhouse gas emissions; global development and maturation of emissions reduction credit markets; adverse changes to existing or proposed carbon tax incentive regimes; global pandemics, the Russia-Ukraine conflict, the conflict in the Middle East, other sources of volatility in the energy markets and their impact on our business and operating results, including any disruptions in our operations or development of the Rio Grande LNG Facility and the health and safety of our employees, and on our customers, the global economy and the demand for LNG or carbon capture; risks related to doing business in and having counterparties in foreign countries, including as a result of tariffs; our ability to maintain the listing of our securities on the Nasdaq Capital Market or another securities exchange or quotation medium; changes adversely affecting the businesses in which we are engaged; management of growth; general economic conditions, including inflation and rising interest rates; our ability to generate cash; and the result of future financing efforts and applications for customary tax incentives. Any development of additional expansion trains at the Rio Grande LNG Facility or CCS projects remains contingent upon receipt of requisite governmental approvals, execution of definitive commercial and financing agreements, securing all financing commitments and potential tax incentives, achieving other customer conditions and making a final investment decision to proceed. Additional factors that you should consider are set forth in detail in the “Risk Factors” section of the Company's most recent Annual Report on Form 10-K as well as other filings the Company has made and will make with the Securities and Exchange Commission which, after their filing, can be found on the Company’s website, www.next-decade.com. Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts the Company, or should its underlying assumptions prove incorrect, its actual results may vary materially from those anticipated in its forward-looking statements and, its business, financial condition and results of operations could be materially and adversely affected. You should not rely upon forward-looking statements as predictions of future events. In addition, neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward- looking statements. The Company cautions readers that the information contained in this presentation is only current as of the date of this presentation and, therefore, except as required by applicable law, the Company does not undertake any obligation to publicly correct or update any forward-looking statement. Financial projections, estimates, or other forward-looking financial information included in this presentation is meant for illustrative purposes only and does not purport to show estimates of actual future financial performance over any particular period. The information on such slides has not been reviewed by the Company’s independent auditor and the Company’s independent auditor expresses no opinion with respect to such information. The information on such slides assumes the completion of certain commercial, financing, and other transactions. Such transactions may not be completed on the terms we assume or at all. Actual commodity prices and the terms of commercial and financing arrangements may vary materially from those assumed for the purposes of the illustrative financial performance information. Please refer to slide “Key Guidance Assumptions and Details” in the appendix for more detail regarding forward-looking financial information. This Presentation contains projections of Rio Grande LNG Project-Level Adjusted EBITDA, Rio Grande LNG Project-Level Distributable Cash Flow, NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow, and NextDecade Distributable Cash Flow, which are non-GAAP measures. Please refer to slide “Non-GAAP Measures” in the appendix for a definition of these metrics and additional information regarding non-GAAP measures.
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4 $6.7 Billion Cost ~60/40% Debt/Equity 50/70% Economic Interest Positive Final Investment Decision Achieved on Train 5 Expected Train 5 LNG production capacity of ~6 MTPA, increasing total capacity under construction at Rio Grande LNG to ~30 MTPA Guaranteed substantial completion and date of first commercial delivery (DFCD) under LNG SPAs for Train 5 in 1H 2031 4.5 MTPA sold for 20 years under LNG SPAs with high-quality, creditworthy counterparties, at prices indexed to Henry Hub plus a fixed fee NextDecade economic interest in Train 5 will increase from 50% to 70% once equity partners have received a certain return Train 5 financed with approximately 60% debt and 40% equity at the project level Expected Train 5 total project cost of $6.7 billion, including EPC cost, owner’s costs, contingencies, financing fees and interest during construction, and other costs 1 ~6 MTPA Capacity ~75% Contracted 1H 2031 Completion 1 Other costs include estimated payments to be made to NextDecade from Rio Grande LNG Train 5, LLC for development costs and management services, and an estimated payment to be made by Train 5 to Rio Grande LNG Phase 1 and Train 4, when Train 5 begins commercial operations, for its proportionate share of the capital costs of the common facilities that it will access, net of the capital cost of any common facilities constructed under the Train 5 EPC contract.
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12 Robust Global Gas Demand Growth Calls for Incremental LNG Supply Source: Rystad Energy, Wood Mackenzie, IGU and Company analysis. 2025-2040 forecast global gas demand is based on an expected 1.8% growth rate. bcm • Expect growth in global gas demand to remain strong into 2030s and beyond - Economic growth and electrification driving demand in developing countries - Increased focus on energy security across geographies and economies - Incremental AI-driven power demand fueled preferentially by natural gas for baseload reliability • Expect LNG’s share of global gas demand to double from 2015 to 2030, with LNG continuing to grow at a faster rate than global gas demand - Customers demand secure, reliable, affordable energy sources - Expect incremental LNG to supply more than 40% of incremental global gas demand growth 0 1,000 2,000 3,000 4,000 5,000 6,000 2015 2020 2025E 2030E 2035E 2040E LNG Pipeline Gas 2025-30 In Construction 2030-40 Potential Call on LNG Incremental LNG ~175 MTPA ~300 MTPA Total LNG Market ~600 MTPA ~900 MTPA
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13 Global Market Well Positioned to Absorb ‘Third Wave’ of LNG Supply LNG forward curves continue to support strong spot prices as supply comes online Expect any pricing impacts related to incremental supply to be relatively short-lived Pace of LNG supply growth during third wave not expected to be as dramatic as previous waves -10% -5% 0% 5% 10% 15% 20% 2005 2010 2015 2020 2025 2030 Relative market absorption requirement (Year-on-year growth vs. ~6% 20-year CAGR) 3rd Supply Wave 2nd Supply Wave 1st Supply Wave 20-yr CAGR Faster supply growth Slower supply growth Third wave has lower and smoother expected amplitude than previous waves; ample regas capacity available to absorb growth Second wave of Australian and initial U.S. LNG supply; market absorption slowed by renewables and Covid First wave driven by Qatari ramp-ups; market absorption aided by Fukushima- related demand Source: Company analysis of Wood Mackenzie data.
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16 Sources ($Bln) % Uses ($Bln) % Term Loan $3.59 54% EPC Agreement $4.36 66% USPP $0.50 8% Equity $2.57 39% Owner’s Costs, Contingencies, IDC and Financing, and Other Costs1 $2.30 34% Total Sources $6.66 100% Total Uses $6.66 100% Train 5 Funding Summary Train 5 Sources and Uses • Train 5 fully funded with financial commitments closed on October 16 • Debt instruments at Rio Grande LNG Train 5, LLC are senior secured and non-recourse - $3.59 billion term loan facility bears interest at SOFR + 200 basis points, mitigated interest rate exposure through hedging 85% at a SOFR rate of 4.17% - $0.50 billion of 6.56% private placement notes to be funded in tranches from December 2025 to October 2026 • Total committed equity funding $2.57 billion from NextDecade and equity partners 1 Other costs include payments to NextDecade from Rio Grande LNG Train 5, LLC for development costs and management services, and an estimate of a payment to be made by Train 5 to Rio Grande LNG Phase 1 and Train 4, when Train 5 begins commercial operations, for its proportionate share of the capital costs of the common facilities that it will access, net of the capital cost of any common facilities constructed under the Train 5 EPC contract.
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18 NextDecade Train 5 Commitment Fully Funded, No Material Impact to Equity Term loans, expected to have an attractive all-in cost of ~9%, provide a flexible bridge to a simplified capital structure during steady state operations Train 5 equity funding commitment of $1.29 billion fully funded using approach with lowest estimated cost of capital and highest impact to cash flow per share $600 Million Term Loan (“SuperFinCo Loan”) • Bears interest at 13.0%, with interest payable in kind until one year after Train 5 completion • Callable at par beginning in September 2030 Note: Expected all-in cost represents projected average cost of term loans over the life of the instruments. • Delayed draw bank term loan facility, with projected use of LCs instead of drawn loans for ~4 years • Bears interest at SOFR + 350 basis points, only 150 basis points above project-level bank facility • Commitments cancellable, can be prepaid without penalty $729 Million Term Loan Facility (“FinCo Loan”) $233 Million Cash • Cash committed from balance sheet, including $117 million received at financial close for development costs and management services
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20 $1.20 billion1 13.0% senior secured loans due 20332 $1.46 billion senior secured loan facility due 2030 $3.88 billion senior secured credit facility due 2032 $700 million 6.67% senior secured notes due 2033 $190 million 6.85% senior secured notes due 2047 $1.115 billion 6.58% senior secured notes due 2047 $356 million 6.72% senior secured loans due 2033 $251 million 7.11% senior secured loans due 2047 $9.25 billion senior secured credit facilities due 2030 $250 million working capital facility due 2030 NextDecade Summary Capital Structure NextDecade Corporation (NASDAQ: NEXT) Rio Grande LNG Phase 1 Super FinCo, LLC Rio Grande LNG Train 4, LLC Rio Grande LNG Phase 2 FinCo, LLC Rio Grande LNG, LLC $225 million1 12.00% senior secured loans due 2030 Note: Organizational chart is intended for illustrative purposes only and is not a full organizational chart of NextDecade Corporation. 1 Initial principal balance shown before impact of paid in kind interest. 2 Maturity date will be the earlier of September 9, 2033, or the 85th day prior to the maturity date of the $1.47 billion senior secured loan facility due 2030, as extended or refinanced. Rio Grande LNG Super Holdings, LLC Rio Grande LNG Phase 1 FinCo, LLC $3.59 billion senior secured credit facility due 2032 $500 million 6.56% senior secured notes due 2050 Rio Grande LNG Train 5, LLC Rio Grande LNG Phase 2 Super FinCo, LLC NextDecade LNG, LLC
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22 1,000 TBtu 1,675 TBtu 1,125 TBtu 3,800 TBtu 450 1,275 800 2,525 550 400 325 1,275 - 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 Train 1 Start-Up to Train 3 DFCD Train 3 DFCD to Train 4 DFCD Train 4 DFCD to Train 5 DFCD Cumulative Train 1 Start-Up to Train 5 DFCD Uncontracted Volumes Contracted Volumes Significant Value Projected from Train 1 Start-Up to Train 5 Completion Note: See slides “Key Guidance Assumptions and Details” and “Non-GAAP Measures” in the appendix for additional information regarding assumptions underlying projected guidance and important information regarding non-GAAP measures. 1 Date of First Commercial Delivery (DFCD) is the expected commencement date of sales of LNG under the long-term SPAs for each train. NextDecade expects to use its share of projected cash flows from Train 1 start-up to Train 5 DFCD to reduce FinCo and SuperFinCo Loan balances and optimize capital structure $ Billions Projected NextDecade Share of Rio Grande LNG Project- Level Distributable Cash Flow ~$2.0 Billion Train 1 Start-Up to Train 5 DFCD (~2027-1H 2031) $- $0.25 $0.50 $0.75 $1.00 $1.25 $1.50 $1.75 $2.00 $2.25 1 Projected LNG Production Volumes from Train 1 Start-Up to Train 5 DFCD1 (~2027 – 1H 2031) TBtu TBtu
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23 (~2H 2031 - mid-2030s) ~(mid-2030s+) Post-DFCD Post-Flip Trains 1-5 Trains 1-5 (Tbtu) Projected contracted volumes sold under third-party LNG SPAs 1,325 1,325 Projected uncontracted volumes available for sale into market (portfolio volumes) 215 215 Total estimated annual LNG production volumes 1,540 1,540 ($ billions) Rio Grande LNG Project-Level Adjusted EBITDA 3.7$ 3.7$ Project-level interest, debt amortization and maintenance capital (1.6)$ (1.6)$ Rio Grande LNG Project-Level Distributable Cash Flow (DCF) 2.1$ 2.1$ Equity Partners' Share of Rio Grande LNG Project-Level Distributable Cash Flow (1.4)$ (1.2)$ NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow 0.7$ 1.0$ NextDecade Estimated Interest and G&A Expense (0.2)$ (0.2)$ NextDecade Distributable Cash Flow 0.5$ 0.8$ Reaffirmed Projected Steady State Annual Financial Guidance Note: Numbers may not foot due to rounding. Steady state operations reflect the period in which respective trains have been completed, placed in operation, and deliveries under the respective trains’ LNG SPAs have commenced. Projected guidance for Train 1-5 at DFCD of Train 5 reflects NextDecade economic interest of up to 20.8% in Phase 1, 40% in Train 4, and 50% in Train 5. Projected guidance for the Post-Flip period reflects NextDecade economic interest of up to 20.8% in Phase 1, 60% in Train 4, and 70% in Train 5. The timing of the economic interest flip for each of Trains 4 and 5 will be dependent upon the final cost of each project, revenues earned during commissioning, revenues earned in the periods prior to DFCD under the LNG SPAs for each train, including the value of uncontracted volumes sold into the market, and the amount of LNG produced by each train. NextDecade five-train projected interest expense assumes cumulative NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow from Train 1 start-up to Train 5 DFCD will be utilized to reduce outstanding debt related to financing NextDecade’s equity funding for Trains 4 and 5, and remaining balances will be refinanced in the debt capital markets at interest rates in line with current market rates. Rio Grande LNG Project-Level Distributable Cash Flow, NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow, and NextDecade Distributable Cash Flow are non-GAAP measures. A definition of and additional information regarding these non-GAAP measures is included in the appendix. The projected values set forth herein have been based on internal projections developed by management of the Company and assume that the Company will achieve its financial projections in all material respects. Such financial projections reflect the Company’s best currently available estimates and reflect its good faith judgments and assumptions it considers reasonable. Events and conditions subsequent to this date as well as other factors could have a substantial effect upon the projected values. Please see slide “Key Guidance Assumptions and Details” in the appendix for underlying assumptions and additional information. NextDecade Annual Steady State Distributable Cash Flow Annual five-train fixed fees from Henry Hub linked SPAs total ~$3.0 billion, Including ~$1.2 billion for Trains 4 and 5
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24 ~Early-to-mid 2030s+ Expansion Trains Can Add Substantially to Projected Annual Cash Flows Each expansion train has potential to generate over $0.6 billion of project-level distributable cash flow, will seek financing structures that maximize NextDecade distributable cash flow per share Note: Please see slide “Key Guidance Assumptions and Details” for additional details regarding projected cash flows from expansion trains. Potential distributable cash flows from expansion Trains 6-8 are shown as projected potential Project-Level Distributable Cash Flow at 100% ownership, 75% of capacity contracted at management’s estimate of long-term SPA prices, $5/MMBtu cargo margin on all uncontracted volumes, management’s estimate of costs, and does not include any cost of financing NextDecade’s expected equity commitments in the expansion trains through debt transactions and/or equity issuances. Rio Grande LNG Project-Level Distributable Cash Flow and NextDecade Distributable Cash Flow are non-GAAP measures. A definition of and additional information regarding these non-GAAP measures is included in the appendix. The projected values set forth herein have been based on internal projections developed by management of the Company and assume that the Company will achieve its financial projections in all material respects. Such financial projections reflect the Company’s best currently available estimates and reflect its good faith judgments and assumptions it considers reasonable. Events and conditions subsequent to this date as well as other factors could have a substantial effect upon the projected values. Please see slide “Key Guidance Assumptions and Details” in the appendix for underlying assumptions and additional information. $2.1 billion Five-Train Rio Grande LNG Project-Level Distributable Cash Flow Train 6 Potential Project-Level Cash Flow Train 7 Potential Project-Level Cash Flow Train 8 Potential Project-Level Cash Flow ~2H 2031+ Trains 6-8 have potential to cumulatively increase Rio Grande LNG Project-Level Distributable Cash Flow by ~85%
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25 NextDecade Capital Priorities 1. Protect safe and reliable operations by maintaining high-integrity assets 2. Maintain investment grade metrics for Rio Grande LNG Phase 1, Train 4, and Train 5 • Plan to term out project-level loans and stagger maturities via opportunistic debt capital markets transactions • Amortize / pay down debt as needed to maintain investment grade credit metrics 3. Use NextDecade Distributable Cash Flow ahead of steady state operations to decrease leverage at holding company levels, and refinance remaining balances • Expect to pay down a significant portion of debt at holding company levels, including FinCo and SuperFinCo loans associated with Train 4 and 5 equity funding, effectually creating a bridge to steady state operations • Expect to refinance remaining portion via opportunistic debt capital markets transactions 4. Return capital to shareholders post-DFCD of Train 5, including pre-flip and post-flip cash flows, after capital structure optimization • NextDecade will balance capital returns with managing leverage and investing in accretive organic growth opportunities • Expect to provide additional information regarding long-term capital allocation and capital return plans after operations commence Note: NextDecade Distributable Cash Flow is a non-GAAP measure. A definition of and additional information regarding this non-GAAP measure is included in the appendix.
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27 Steady state period refers to the period beginning when respective trains have been completed and placed in operation and deliveries under each train’s LNG SPAs have commenced. Projected guidance assumes SPA contract price for all contracted volumes and a $5/MMBtu cargo margin for all uncontracted volumes, which represents sales prices less cost of gas, inclusive of basis differential impacts utilizing market curves, and less shipping costs. Projected guidance assumes annual net LNG production of approximately 6 MTPA per train during the steady state period and an MTPA to MMBtu conversion factor of approximately 52. Annual net production may vary depending on maintenance schedules each year, and projected production for the period from Train 1 start-up to Train 5 SPA deliveries is based on the Company’s current production plan. Projected guidance assumes existing Rio Grande LNG project-level senior loans and notes with amortization features are amortized according to their contractual schedules, project-level senior notes and loans without amortization features remain outstanding, and project-level term loan balances are 50% amortized and 50% refinanced at an interest rate of 6.50%. Projected guidance excludes potential impacts of production debottlenecking. The timing of the economic interest flip for each of Train 4 and Train 5 will be dependent upon the final cost of each project, revenues earned during commissioning, revenues earned prior to the commencement of deliveries under each train’s respective LNG SPAs, including the value of uncontracted volumes sold into the market, and the amount of LNG produced by each train. NextDecade’s share of income from Rio Grande LNG is expected to be significantly shielded from tax through approximately the mid-2030s and subsequent NextDecade expected tax payments will be dependent upon NextDecade’s capital structure and deductions. Pursuant to the Phase 1 joint venture agreement, NextDecade is entitled to receive approximately 20.8% of distributions of available cash during operations, provided that a majority of the distributions to which NextDecade is otherwise entitled will be paid for any distribution period only after the Financial Investors receive an agreed distribution threshold in respect of such distribution period and certain other deficit payments from prior distribution periods, if any, are made. Any such shortfall in distributions that NextDecade would otherwise have been entitled to will accrue as an arrearage to be paid out in future periods until the applicable target distribution threshold for the Financial Investors has been achieved. Pursuant to the Train 4 joint venture agreement, NextDecade is entitled to receive an initial 40% of distributions of available cash during operations, which will increase to 60% when the Financial Investors receive certain returns on their investments in Train 4. Pursuant to the Train 5 joint venture agreement, NextDecade is entitled to receive an initial 50% of distributions of available cash during operations, which will increase to 70% when the Financial Investors receive certain returns on their investments in Train 5. Projections of potential cash flows for expansion Trains 6-8 are an estimate of Rio Grande LNG Project-Level Distributable Cash Flow for each train, assuming volumes are 75% contracted at management’s estimate of contract pricing, $5/MMBtu cargo margin for all uncontracted volumes, and management’s estimates of operating expenses and total project costs. NextDecade Distributable Cash Flow for each expansion train has not been estimated and will be dependent upon, among other things, NextDecade’s ownership in and financing approach for each expansion train. Rio Grande LNG Project-Level Adjusted EBITDA, Rio Grande LNG Project-Level Distributable Cash Flow, NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow, and NextDecade Distributable Cash Flow are non-GAAP measures. A definition of and additional information regarding these non-GAAP measures is included on slide “Non-GAAP Measures.” The projected values set forth herein have been based on internal projections developed by management of the Company and assume that the Company will achieve its financial projections in all material respects. Such financial projections reflect the Company’s best currently available estimates and reflect its good faith judgments and assumptions it considers reasonable. Events and conditions subsequent to this date as well as other factors could have a substantial effect upon the projected amounts. The Company gives no assurance that its projections will prove to be correct and does not undertake any duty to update them. Key Guidance Assumptions and Details
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28 Rio Grande LNG Project-Level Adjusted EBITDA, Rio Grande LNG Project-Level Distributable Cash Flow, NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow, and NextDecade Distributable Cash Flow are non-GAAP financial measures that we use to assess operating performance. These non-GAAP measures should not be viewed as a substitute for our U.S. GAAP measures of performance and financial results prepared in accordance with U.S. GAAP. We believe Rio Grande LNG Project-Level Adjusted EBITDA provides investors and other users of our consolidated financial statements with useful supplemental information to evaluate the financial performance of our business without regard to financing methods, capital structures, or historical cost basis, to enable comparison of our operating performance across periods. Rio Grande LNG Project-Level Adjusted EBITDA also allows investors and other users of our financial statements to evaluate our operating performance in a manner that is consistent with management’s evaluation of financial and operating performance. We define Rio Grande LNG Project-Level Adjusted EBITDA as net income (loss), as determined in accordance with U.S. GAAP, adjusted to exclude net income (loss) attributable to non-controlling interests, net interest expense, income taxes, depreciation and amortization expense, and adjusting for the effects of certain non-cash items, other non-operating income or expense items, and other items not otherwise predictive or indicative on ongoing operating performance, including gain (loss) on financing transactions, impairment expense, gain or loss on disposal of assets, changes in the fair value of derivatives, and non-cash compensation expense. We define Rio Grande LNG Project-Level Distributable Cash Flow as Rio Grande LNG Project-Level Adjusted EBITDA less net project-level interest expense, income taxes, debt amortization, and maintenance capital expenditures. We define NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow as Rio Grande LNG Project-Level Distributable Cash Flow less amounts that would be distributable to equity partners. Amounts that would be distributable to NextDecade and equity partners are calculated based on respective economic interests in each train. We define NextDecade Distributable Cash Flow as NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow less NextDecade interest expense and general and administrative expenses. We believe NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow and NextDecade Distributable Cash Flow provide investors and other users of our financial information with useful supplemental information to evaluate our performance and to measure our expected economic interest in the cash flows generated by the Rio Grande LNG Facility. Rio Grande LNG Project-Level Adjusted EBITDA and Rio Grande LNG Project-Level Distributable Cash Flow are not intended to represent net income (loss) or cash flows from operations as defined by U.S. GAAP and should be viewed as a supplement to and not a substitute for measures of performance, financial results and cash flow from operations calculated in accordance with U.S. GAAP. Other companies, including companies in our industry, may also calculate Adjusted EBITDA or Distributable Cash Flow differently, which may limit their usefulness as comparative measures. NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow and NextDecade Distributable Cash Flow are not intended to represent cash flows from operations or net income as defined by U.S. GAAP and are not necessarily comparable to similarly titled measures reported by other companies. Rio Grande LNG Project-Level Distributable Cash Flow, NextDecade Share of Rio Grande LNG Project-Level Distributable Cash Flow, and NextDecade Distributable Cash Flow are not intended to suggest any particular amount of distributions or dividends for any particular period. Actual distributions may be restricted by financing agreements or other capital needs. The projected values set forth in this presentation have been based on internal estimates of projected cash flow developed by management of the Company and assume that the Company will achieve its financial projections in all material respects. Such financial projections reflect the Company’s best currently available estimates and reflect its good faith judgments and assumptions it considers reasonable. Events and conditions subsequent to this date as well as other factors could have a substantial effect upon the projected amounts. The Company gives no assurance that its projections will prove to be correct and does not undertake any duty to update them. Due to the high variability and difficulty in making accurate projections of Adjusted EBITDA and Distributable Cash Flow, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measure is included, and no reconciliation of the forward-looking non-GAAP financial measure is included. Non-GAAP Measures