Assets Held for Sale

6 Months Ended

Jun. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

Note 23—Assets Held for Sale

On May 15, 2025, we entered into a definitive agreement to divest 65% of our equity interest in our Germany and Austria retail marketing business (Germany and Austria Marketing) for expected pre-tax cash proceeds of approximately $1.6 billion (1.5 billion Euros), subject to purchase price adjustments for working capital and certain long-term liabilities on the closing date. We will retain a 35% non-operating equity interest in Germany and Austria Marketing through a new joint venture, which will be formed prior to the closing of the transaction. We expect to close this transaction in the second half of 2025, subject to regulatory approvals and other customary closing conditions.

In the second quarter of 2025, Germany and Austria Marketing, which is part of our M&S segment and reporting unit, met the held for sale criteria, and as of June 30, 2025, we reclassified the assets and liabilities to the “Assets held for sale” and “Liabilities held for sale” line items, respectively, on our consolidated balance sheet.

As of June 30, 2025, Germany and Austria Marketing has a net carrying value of approximately $200 million. The following table presents the carrying value of assets and liabilities as presented within “Assets held for sale” and “Liabilities held for sale” line items on our consolidated balance sheet.


	Millions of Dollars
Assets Held for Sale:	June 30, 2025
Cash and cash equivalents	$	92
Accounts and notes receivable	357
Inventories	95
Prepaid expenses and other current assets	40
Net properties, plant and equipment	420
Goodwill	141
Intangibles	93
Other assets	387
Total assets classified as held for sale	1,625

Liabilities Held for Sale:
Accounts payable	693
Accrued income and other taxes	41
Employee benefit obligations, current	4
Other accruals	77
Asset retirement obligations and accrued environmental costs	126
Deferred income taxes	22
Employee benefit obligations, non-current	128
Other liabilities and deferred credits	334
Total liabilities classified as held for sale	1,425

The goodwill allocated to Germany and Austria Marketing was derived from the goodwill balance of our M&S reporting unit and the amount allocated was based on the relative fair value of Germany and Austria Marketing compared to the fair value of the M&S reporting unit.

On May 15, 2025, we entered into foreign currency forward contracts in connection with our pending disposition, in which we sold an aggregate of approximately 1.5 billion Euros in exchange for an aggregate of approximately $1.6 billion. We recognized a before-tax aggregate unrealized loss of $89 million on these foreign currency forward contracts in the “Net gain (loss) on dispositions” line item on our consolidated statement of income for the three and six months ended June 30, 2025, which is reported in our M&S segment.